SecProbe.io

March 19, 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
Registration Statement on Form F-1
Filed March 8, 2019
File No. 333-230170
Dear Mr. Wang:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1.We note your revised disclosures regarding a resale offering component, and your
statements on page 94 regarding the price for the secondary offering.  Please revise your
disclosure to also clearly indicate on the cover page the pricing information for the
secondary offering.  In addition, given that there are two offerings and the offering prices
could differ, include risk factor disclosure to highlight the risk that purchasers in the resale
offering could pay more or less than the price in your best efforts offering.

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Biotech Group Ltd
 March 19, 2019 Page 2
 FirstName LastNameXuezhu Wang
Happiness Biotech Group Ltd
March 19, 2019
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 43
2.Please revise to include the following:
•The details of your segment reporting under ASC 280-10 that include your vitamins
and dietary supplements products sales that are your second contribution segment in
terms of revenue.
•Disclose the underlying reasons for any significant product changes, for example, the
18.7% decrease in revenue for your Ejiao solution products for the six months ended
September 30, 2018 compared to the prior year.
•Update, reconcile and explain your disclosure herein to your table of products in order
of gross sales on page 55, for example, your September 30, 2018 “third-best selling
product line” is now Cordyceps mycelia products on page 43, while the March 31,
2018 table on page 55 refers to Ejiao solution products.
Intellectual Property, page 62
3.We note that one of your product approvals expired in January 2019, and that there are
two other product approvals that will soon expire at the end of March 2019.  Please revise
to explain whether you are seeking renewal of these approvals, and for all product
approvals for which you seek renewal, whether you are permitted to sell the products
while the approval is being renewed.
Consolidated Financial Statements, page F-1
4.Please note that the audited financial statements should be of a date not older than 12
months at the date of filing as specified in Item 8.A.4 of Form 20-F.  Also refer to
Instructions to Item 8.A.4.
Consolidated Financial Statements for the Six Months ended September 30, 2018 , page F-41
5.We note the $627,628 you received in May 2018 from two investors on page F-43 and
your $1,366,438 of short-term bank borrowings at September 30, 2018 on page F-41.
Please tell us the following:
•If any obligation were paid, equity issued or services provided related to the capital
contribution, and how it was valued.
•If the terms of the bank loans obtained were at market value, particularly the rates, and
•How you determined under Rule 4-08(k) of Regulation S-X that these transactions
should not be clearly identified as related party.
Exhibits
6.We refer to your Exhibit 5.1 opinion.  It is inappropriate to include assumptions that are
too broad or assume material facts underlying the opinion.  The assumptions set forth in
Section 1.4 regarding the shares being "duly registered in the Company's register of

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Biotech Group Ltd
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 FirstName LastNameXuezhu Wang
Happiness Biotech Group Ltd
March 19, 2019
Page 3
members" and in Sections 1.5, 1.6 and 1.7 appear to assume material facts related to the
issue of whether the shares will be validly issued.  Please file an amended 5.1 opinion that
does not include these assumptions or explain why each such assumption is necessary and
appropriate.  For guidance, please see Section II.B.3.a. of Staff Legal Bulletin No. 19.
7.We refer to the tax opinion set forth in Section 3.4 of your Exhibit 5.1 opinion.  Please file
an amended opinion from counsel which also opines that the referenced disclosure states
the Cayman Islands tax consequences.  In addition, please revise the "Taxation" section of
your registration statement to clearly state which disclosure is the opinion of Campbells,
and update your exhibit index to add an Exhibit 8.3 opinion and cross-referencing the 5.1
exhibit.
8.We note that your Exhibit 5.1 opinion refers to current memorandum and articles of
association that were filed with the Companies Registrar in February 2019, but that the
articles you filed as Exhibit 3.2 appear to have been filed in 2018.  We also note that your
current Exhibit 3.2 states that your share capital is $50,000 divided into 50,000 ordinary
shares with par value of $1.00 each, but your disclosure on page 78 states that as of the
date of the prospectus, your authorized share capital is $50,000 dividend into
100,000,000 shares with a par value of $0.0005 each.  Please reconcile by either revising
your disclosures and having your counsel revise its opinion, or, alternatively, filing the
updated set of articles as Exhibit 3.2.
9.Please file an amended Exhibit 5.1 opinion that deletes the first sentence of Section 4.4, as
this statement inappropriately limits reliance.  For guidance, please see Section II.B.3.d of
Staff Legal Bulletin No. 19.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Biotech Group Ltd
 March 19, 2019 Page 4
 FirstName LastName
Xuezhu Wang
Happiness Biotech Group Ltd
March 19, 2019
Page 4
            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, Esq.