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United States securities and exchange commission logo
November 14, 2022
Xiao Jun Kong
Chief Executive Officer, Chief Financial Officer
China Foods Holdings Ltd.
Room 2301A China Resources Building
26 Harbour Road
Wanchai, Hong Kong
Re:China Foods Holdings Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2021
Form 10-Q for the Three Months Ended March 31, 2022
Response dated October 13, 2022
File No. 001-32522
Dear Xiao Jun Kong:
            We have reviewed your October 13, 2022 response to our comment letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
May 25, 2022 letter.
Correspondence Filed October 13, 2022
Form 10-K for the Year Ended December 31, 2021
Item 1. Business, page 3
1.We note you did not respond to our prior comment 1; therefore, we reissue in full. Please
amend this section to provide all information required by Item 101(h) of Regulation S-K.
2.We note your response to prior comment 3 and your proposed disclosure regarding the
legal and operational risks associated with being based in or having the majority of the
company's operations in China.  Please revise your proposed disclosure further to
explicitly note how recent statements and regulatory actions by China's government have

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or may impact the company's ability to accept foreign investments or list on a U.S. or
other foreign exchange.
3.We note you did not respond to our prior comment 4; therefore, we reissue in full. Please
prominently disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act ("HFCAA") and related regulations will affect your company.
Additionally, please disclose prominently that you have been included on the
Commission's conclusive list of issuers identified under the HFCAA as having retained a
registered public accounting firm to issue an audit report where the firm has a branch or
office that: (1) is located in a foreign jurisdiction and (2) the PCAOB has determined that
it is unable to inspect or investigate completely because of a position taken by an authority
in the foreign jurisdiction.
4.We note you did not respond to our prior comment 6; therefore, we reissue in full. 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 have made to the
holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, 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.
Item 9A. Controls & Procedures, page 44
5.We reference our prior comment 8. We note that you concluded that due to the small size
of the company and lack of segregation of duties your disclosure controls and procedures
as of the end of the period covered by this report were not effective.  However, your
management concluded that, as of December 31, 2021, your internal control over financial
reporting (ICFR) was effective.  Please explain to us how you reached the conclusion that
your ICFR was effective despite the lack of segregation of duties and the fact that you
determined that your disclosure controls and procedures were not effective. Please clarify
whether you identified any material weaknesses in your ICFR. Refer to the requirements
of Item 308(a) of Regulation S-K.
Executive Compensation, page 48
6.We note you did not respond to our prior comment 9; therefore, we reissue in full. We
note that your disclosure both here and in your previous filings that Kong Xiao Jun was
paid no compensation for his roles as CEO, CFO and director for the years 2018, 2019,
2020 and 2021.  Please disclose other positions held by your CEO outside of the company

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and how much time he dedicates to such roles, as applicable.  Please indicate whether
such companies are competitors of the company and whether such roles present conflicts
of interest in relation to his role as CEO, CFO and director of the company.
Exhibits
7.We note you did not respond to our prior comment 10; therefore, we reissue in full. Please
file all exhibits required by Item 601 of Regulation S-K with your amended 10-K.
General
8.We note your response to prior comment 11 and your revised disclosure regarding the
risks associated with the Chinese legal system.  Please revise your disclosure further to
discuss 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 such securities to significantly decline or be worthless.
9.We note you did not respond to our prior comment 12; therefore, we reissue in full. Please
revise your disclosure to state 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 United States Senate has passed
the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease 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.
Form 10-Q for the Three Months Ended March 31, 2022
Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 9
10.We reference our prior comment 15.  It appears from your disclosure that 100% of your
sales for the three months ended March 31, 2021 were returned. As previously requested
please revise to disclose the reason for the significant returns and how these are reflected
in your financial statements. In addition, explain to us why revenue was recognized for

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Xiao Jun Kong
China Foods Holdings Ltd.
November 14, 2022
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these sales and how these returns impact your revenue recognition policy. Your revenue
recognition accounting policy should also be revised to address returns.
11.We reference our prior comment 16. Please reconcile the disclosure on page 13 that
indicates the $167,643 relates to consultancy service fee income with the disclosure in the
table in Note 3 on page 14 that this represents the sale of wine products. These tables
should be revised to indicate the correct periods (i.e., three months rather than year
ended). Your revenue recognition policy should also clearly indicate whether this revenue
is from the sale of products or services and is recognized on a gross or net basis. Refer to
ASC 606-10-55-36.
Item 2. Managements Discussion and Analysis or Plan of Operations
Results of Operations  Revenue, page 20
12.We reference our prior comment 17. Please revise to explain the specific reason for the
significant drop in sales in the PRC. This should also be addressed in the Form 10-Q for
the quarterly period ended June 30, 2022.
Item 6. Exhibit 31.1, page 23
13.We reference our prior comment 18. The certification filed as Exhibits 31.1 is not in the
proper form. Please revise the language related to internal control over financial reporting
in an amendment to comply with the guidance set forth in Item 601(b)(31) of Regulation
S-K. This should also be addressed in the Form 10-Q for the quarterly period ended June
30, 2022.
            You may contact Julie Sherman at (202) 551-3640 or Brian Cascio, Accounting Branch
Chief, at (202) 551-3676 if you have questions regarding comments on the financial statements
and related matters.  Please contact Joshua Gorsky at (202) 551-7836 or Laura Crotty at (202)
551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Conn Flanigan