SecProbe.io

February 15, 2019
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. 3 to Draft Registration Statement on Form F-1
Submitted December 31, 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.  Unless we note otherwise, our references to prior comments are to comments in our
December 17, 2018 letter.
Amendment No. 3 to DRS
Cover Page
1.Please revise your registration statement cover page to re-insert the narrative explanation
that corresponds to footnote 2, or advise.
2.We note your revised disclosure in the Underwriting section that Univest Securities will
be your underwriter.  Please revise your prospectus cover page to disclose the underwriter
and the nature of the underwriting arrangement.  Refer to Item 501 of Regulation S-K.

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Biotech Group Ltd
 February 15, 2019 Page 2
 FirstName LastName
Xuezhu Wang
Happiness Biotech Group Ltd
February 15, 2019
Page 2
Prospectus Summary
The Offering, page 7
3.Your revised disclosure on the prospectus cover page and in the Underwriting section
states that the offering may terminate 120 days after the effective date unless extended.
However, your disclosure in the "Offering period" section here and in the Description of
Share Capital state that the offering may terminate 90 days after the effective date.  Please
reconcile your disclosures.
Executive Compensation
Agreements with Named Executive Officers, page 69
4.We acknowledge your response to prior comment 3.  However, the referenced
disclosure appears to relate to Section 7(b) of the agreements.  Please revise, but ensure
that your disclosure corresponds to the agreement provision, or advise.
Description of Share Capital, page 72
5.We acknowledge your response to prior comment 2.  However, as previously noted,
please ensure that your disclosures are updated to be consistent with the articles that will
be in effect following the offering.
Underwriting, page 95
6.You state in your revised disclosure that you will enter into subscription agreements
directly with investors.  Please file a form of the subscription agreement as an exhibit.
            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