Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the ordinary shares.
CUSIP number 37186H100 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted
on NASDAQ Stock Market under the symbol “GTH.” Each ADS represents five ordinary shares, par value US$0.00002 per share.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1.
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Names of Reporting Persons
Sizhen Wang
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2.
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Check the Appropriate Box if a Member of
a Group
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place
of Organization
People’s
Republic of China
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Number
of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
102,559,300 ordinary
shares(1)
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6.
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Shared Voting Power
4,339,500 ordinary shares(2)
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7.
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Sole Dispositive Power
34,308,500 ordinary shares(3)
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8.
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Shared Dispositive Power
4,339,500 ordinary shares(2)
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
106,889,800 ordinary
shares
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
|
11.
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Percent of Class Represented
by Amount in Row (9)
24.2% (4)
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12.
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Type of Reporting Person
IN
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(1) Represents
(i) 10,814,480 ordinary shares held by FHP Holdings Limited, a limited liability company incorporated under the laws of British
Virgin Islands wholly owned by Mr. Sizhen Wang, (ii) 14,504,020 ordinary shares in the form of ADSs held by Mr. Sizhen Wang, (iii)
8,990,000 ordinary shares held by Alliance Trust Company, Trustee of Super E Growth Trust, where Mr. Sizhen Wang is the settlor,
and (iv) 68,250,800 ordinary shares collectively held by FHP acting-in-concert group, consisting of (a) 33,332,000 ordinary shares
held by Mr. Hai Yan; (b) 20,390,500 ordinary shares directly held by Mr. Weiwu He; (c) 5,313,500 ordinary shares directly held
by Mr. Kevin Ying Hong; (d) 5,800,000 ordinary shares held by Genetron Alliance Holdings Limited; and (e) 3,414,800 ordinary shares
held by ETP BioHealth II Fund, L.P..
(2) Represents
total of 4,339,500 ordinary shares held by Genetron Discovery Holdings Limited as a record holder, which Mr. Sizhen Wang owns
approximately 50.8% equity interests.
On November
19, 2019, FHP Holdings Limited, Mr. Hai Yan, Mr. Weiwu He, Mr. Kevin Ying Hong, Genetron Alliance Holdings Limited and ETP BioHealth
II Fund, L.P. entered into a concert party agreement, pursuant to which the parties agree to (i) always be acting in concert in
respect of their respective direct or indirect voting rights
at
the Issuer’s shareholders’ general meetings and the Issuer’s board meetings, (ii) recognize the controlling
position of FHP Holdings Limited; and (iii) act in concert in accordance with FHP Holdings Limited’s opinions in respect
of the daily operations and management and the major decision-making of the Issuer.
(3) Represents
(i) 10,814,480 ordinary shares held by FHP Holdings Limited, a limited liability company incorporated under the laws of British
Virgin Islands wholly owned by Mr. Sizhen Wang, (ii) 14,504,020 ordinary shares in the form of ADSs held by Mr. Sizhen Wang, and
(iii) 8,990,000 ordinary shares held by Alliance Trust Company, Trustee of Super E Growth Trust, where Mr. Sizhen Wang is the
settlor.
(4) Calculated
based on 441,810,100 ordinary shares issued and outstanding as of December 31, 2020 as provided by the Issuer.
1.
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Names of Reporting Persons
FHP Holdings Limited
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2.
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Check the Appropriate Box
if a Member of a Group
|
(a) ☐
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|
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place
of Organization
British Virgin Islands
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Number
of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
79,065,280 ordinary shares(1)
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6.
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Shared Voting Power
0 ordinary shares
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7.
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Sole Dispositive Power
10,814,480 ordinary shares(2)
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8.
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Shared Dispositive Power
0 ordinary shares
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
79,065,280 ordinary shares
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10.
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Check Box if the Aggregate Amount In Row (9) Excludes
Certain Shares ☐
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11.
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Percent of Class Represented
By Amount in Row (9)
17.9% (3)
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12.
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Type of Reporting Person
CO
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(1) Represents
(i) 10,814,480 ordinary shares held by FHP Holdings Limited, a limited liability company incorporated under the laws of British
Virgin Islands company and (ii) 68,250,800 ordinary shares collectively held by FHP acting-in-concert group, consisting of (a)
33,332,000 ordinary shares held by Mr. Hai Yan; (b) 20,390,500 ordinary shares directly held by Mr. Weiwu He; (c) 5,313,500 ordinary
shares directly held by Mr. Kevin Ying Hong; (d) 5,800,000 ordinary shares held by Genetron Alliance Holdings Limited; and (e)
3,414,800 ordinary shares held by ETP BioHealth II Fund, L.P..
(2) Represents
10,814,480 ordinary shares held by FHP Holdings Limited, a limited liability company incorporated under the laws of British Virgin
Islands wholly owned by Mr. Sizhen Wang.
On November
19, 2019, FHP Holdings Limited, Mr. Hai Yan, Mr. Weiwu He, Mr. Kevin Ying Hong, Genetron Alliance Holdings Limited and ETP BioHealth
II Fund, L.P. entered into a concert party agreement, pursuant to which the parties agree to (i) always be acting in concert in
respect of their respective direct or indirect voting rights at the Issuer’s shareholders’ general meetings and the
Issuer’s board meetings, (ii) recognize the controlling position of FHP Holdings Limited; and (iii) act in concert in accordance
with FHP Holdings Limited’s opinions in respect of the daily operations and management and the major decision-making of
the Issuer.
(3) Calculated
based on 441,810,100 ordinary shares issued and outstanding as of December 31, 2020 as provided by the Issuer.
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Item 1(a).
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Name of Issuer:
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Genetron
Holdings Limited (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal
Executive Offices:
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1-2/F, Building
11, Zone 1, No.8 Life Science Parkway Changping District, Beijing, 102206 People’s Republic of China
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Item 2(a).
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Name of Person Filing:
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Sizhen Wang
FHP Holdings
Limited
(collectively,
the “Reporting Persons”)
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Item 2(b).
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Address of Principal Business
Office or, if none, Residence:
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Sizhen Wang
1-2/F, Building
11, Zone 1, No.8 Life Science Parkway Changping District, Beijing, 102206 People’s Republic of China
FHP Holdings
Limited
Craigmuir
Chambers, P.O. Box 71, Road Town, Tortola, VG 1110, British Virgin Islands
Sizhen Wang:
People’s Republic of China
FHP
Holdings Limited: British Virgin Islands
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Item 2(d).
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Title of Class of Securities:
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Ordinary
shares, par value US$0.00002 per share
CUSIP number
37186H100 has been assigned to the American depositary shares (“ADSs”) of the Issuer, each ADS represent five ordinary
shares, par value US$0.00002 per share.
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Item 3.
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If this statement is filed pursuant
to Rule 13d-1(b), or 13d-2(b) or (c):
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Not
applicable.
The information
required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person and is incorporated herein
by reference.
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Item 5.
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Ownership of Five Percent or Less
of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company.
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Not applicable.
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Item 8.
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Identification and Classification
of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: February
12, 2021
Sizhen Wang
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By:
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/s/ Sizhen Wang
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Name: Sizhen Wang
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FHP Holdings Limited
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By:
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/s/ Sizhen Wang
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Name: Sizhen Wang
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Title: Director
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LIST OF
EXHIBITS
Exhibit No.
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|
Description
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1
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Joint Filing Agreement
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