SecProbe.io

December 17, 2018
Xuezhu Wang
Chief Executive Officer
Happiness Biotech Group Ltd
No. 11, Dongjiao East Road
Shuangxi, Shunchang, Nanping City
Fujian Province, P.R.C.
Re:Happiness Biotech Group Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted December 3, 2018
CIK No. 0001751876
Dear Mr. Wang:
            We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Business
Research and Development, page 54
1.We refer to your revised disclosures in response to prior comment 7 regarding the
development process for your new products.  Please further expand your disclosure to
discuss what comprises the assessments of the "general health benefits" of the products.
Please also provide additional information regarding where each of the new products
currently stands with respect to the development process.

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Biotech Group Ltd
 December 17, 2018 Page 2
 FirstName LastNameXuezhu Wang
Happiness Biotech Group Ltd
December 17, 2018
Page 2
Management
Duties of Directors, page 67
2.We acknowledge your revised disclosures and response to prior comment 8.  However,
the exhibit index continues to list only one version of your Memorandum and Articles of
Association.  It appears that the versions of your Memorandum and Articles of
Association will be different at the time of your registration statement's effectiveness, and
soon thereafter.  For example, we note your statement on page 72 that as of the date of the
prospectus, your authorized share capital is US$50,000, and that upon filing of an
amended and restated Memorandum and Articles of Association, the authorized share
capital is expected to be US$500 million.  The version you have currently filed as Exhibit
3.1 provides that the share capital is US$500 million.  Accordingly, please file an
additional exhibit for the current version of your Memorandum and Articles of
Association, or advise.  In addition, your revised disclosures on page 67 now conflict with
your disclosures on page 83.  Please reconcile your disclosures.  Please also further update
your other disclosures in your prospectus to ensure they are consistent with the articles
you have filed as an exhibit (e.g., the provision relating to the percentage of shares
required for members to call a meeting).
Executive Compensation
Agreements with Named Executive Officers, page 69
3.We note that in response to prior comment 9, you have deleted certain information
regarding your officers' rights to terminate their employment agreements in certain
circumstances, although these are provisions that remain in the employment agreements
and are material terms.  Please revise to disclose this information, but ensure that it
corresponds to the agreement provision.
Taxation
United States Federal Income Taxation, page 90
4.We acknowledge your revised disclosures in response to prior comment 11.  As
previously mentioned, please further revise this section to remove language stating that
"generally" certain tax consequences will apply and express a firm opinion for each
material tax consequence with respect to any disclosure serving as the opinion of Hunter
Taubman.
Financial Statements
Note 1 - Organization and Nature of Operations, page F-8
5.With regard to your response to prior comment 12, tell us:
•why Wang Xuezhu's parents do not appear as 5% shareholders on page 70 when
together they owned 16.87% prior to the reorganization and if the reorganization only
added holding companies.  Explain to us why any shareholder's ownership changed in

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Biotech Group Ltd
 December 17, 2018 Page 3
 FirstName LastName
Xuezhu Wang
Happiness Biotech Group Ltd
December 17, 2018
Page 3
the reorganization if true.
•why the "several new investors" owning 47.63% do not appear as 5% shareholders on
page 70, and
•how Wang Xuezhu's ownership went from 52.37% in May 2018 to 46.35% as stated in
your response and then back to 52.37% as shown on page 70.
            You may contact Bonnie Baynes at 202-551-4924 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Dorrie Yale at 202-551-8776 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Joan Wu