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February 1, 2023
Xin Sun
Chief Executive Officer
China Health Industries Holdings, Inc.
3199-1 Longxiang Road, Songbei District, Harbin City
Heilongjiang Province
People’s Republic of China
Re:China Health Industries Holdings, Inc.
Annual Report on Form 10-K for Fiscal Year Ended June 30, 2022
Filed September 15, 2022
File No. 000-51060
Dear Xin Sun:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Annual Report on Form 10-K for Fiscal Year Ended June 30, 2022
Part I
Item 1. Business, page 1
1.At the onset of Part I, please disclose prominently that you are not a Chinese operating
company but a Delaware holding company with operations conducted by your
subsidiaries.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your securities or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.  Your disclosure should address how

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recent statements and regulatory actions by China’s government, such as those related to
data security or anti-monopoly concerns, have or may impact the company’s ability to
conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange.
3.Please disclose that you have been identified as of October 21, 2022 in the conclusive list
of issuers under the Holding Foreign Companies Accountable Act providing prominent
disclosure regarding your identification as an issuer on this list (www.sec.gov/hfcaa) and
whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company.  In addition, disclose that trading in your securities
may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it cannot inspect or investigate completely your auditor, and that as a
result an exchange may determine to delist your securities, and disclose the impact of such
identification, including potential volatility in the trading price and volume of your listed
securities.
4.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings.  Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries, and
direction of transfer.  Quantify any dividends or distributions that a subsidiary has made to
the holding company and which entity made such transfer, and their tax consequences.
Your disclosure should make clear if no transfers, dividends, or distributions have been
made to date.  Describe any restrictions on foreign exchange and your ability to transfer
cash between entities, across borders, and to U.S. investors.  Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries, to the parent company and U.S. investors.
5.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer securities to foreign
investors.  State whether you or your subsidiaries are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of China (CAC) or any other governmental agency that is required to
approve your operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Please also describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
General
6.Please tell us how you have complied with Item 9C of Form 10-K.
7.As it appears that your officers and directors are located in China, please revise to include

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China Health Industries Holdings, Inc.
February 1, 2023
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a separate Enforceability section to disclose the difficulty of bringing actions and
enforcing judgements against these individuals and that it may be difficult to enforce any
judgments obtained from foreign courts against the company or the company's directors
and officers in China.  Refer to Regulation S-K Item 101(g) for further guidance.
8.Disclose the risks that your corporate structure and being based in or having the majority
of the company’s operations in China poses to investors.  In particular, describe the
significant regulatory, liquidity, and enforcement risks.  For example, specifically discuss
risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with
little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of your securities.  Acknowledge any risks that any
actions by the Chinese government to exert more oversight and control over offerings that
are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of your securities to significantly decline or be worthless.
9.Please expand to disclose that trading in your securities may be prohibited under the
Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully investigate your auditor, and that as a result an exchange may determine to
delist your securities.  In addition, please disclose that the Accelerating Holding Foreign
Companies Accountable Act decreases the number of "non-inspection years" from three
years to two years, and thus, would reduce the time before your securities may be
prohibited from trading or delisted.  Update your disclosure to reflect that the Commission
adopted rules to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB
has issued its report notifying the Commission of its determination that it is unable to
inspect or investigate completely accounting firms headquartered in mainland China or
Hong Kong.
10.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your securities.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of your securities to significantly decline or be worthless.
11.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your securities and to what extent you believe that you are compliant with

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Xin  Sun
China Health Industries Holdings, Inc.
February 1, 2023
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the regulations or policies that have been issued by the CAC to date.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Elizabeth Fei Chen, Esq.