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June 6, 2024
Xiaoqiu Zhang
Chief Executive Officer
Park Ha Biological Technology Co., Ltd.
50 Xiuxi Road, Building 3, 14th floor
Binhu District, Wuxi City, Jiangsu Province
People’s Republic of China 214135
Re:Park Ha Biological Technology Co., Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 10, 2024
CIK No. 0001986247
Dear Xiaoqiu Zhang:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
January 25, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.Please revise your disclosure here to include a cross reference of your more detailed
discussion of "Transfers of Cash to and from Our Subsidiaries" elsewhere in your filing,
and to your consolidated financial statements.
2.Please revise your cover page to disclose, as you do on page 58, that "Ms. Zhang could
have significant influence on determining the outcome of any corporate transaction or
other matter submitted to the shareholders for approval, including mergers, consolidations,
the election of directors and other significant corporate actions."

 FirstName LastNameXiaoqiu Zhang
 Comapany NamePark Ha Biological Technology Co., Ltd.
 June 6, 2024 Page 2
 FirstName LastNameXiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
June 6, 2024
Page 2
Prospectus Summary
Transfers of cash to and from our subsidiaries, page 4
3.We note your revised disclosure in response to prior comment 4 and your statement on
page 4 that currently, there are "no restrictions imposed by the Hong Kong government on
the transfer of capital within, into and out of Hong Kong." We further note that Hong
Kong is not included in your definition of "China" and "PRC." Please revise your
disclosure here to discuss that, to the extent cash or assets of your business is in Hong
Kong or your Hong Kong entities, such cash or assets may not be available to fund
operations or for other use outside of Hong Kong due to interventions in or the imposition
of restrictions and limitations on you or your subsidiaries by the PRC government. Please
also clarify throughout your filing, as appropriate, that risks of PRC regulations and
influence apply to your Hong Kong subsidiary and holding company.
Risk Factors Summary, page 10
4.We note your revised disclosure in response to comment 7. Please revise your disclosure
in this section to 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 the
securities you are registering for sale. 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.
Risks Related to Doing Business in the PRC, page 10
5.We note your disclosure here and throughout the filing that "[w]e are currently not
required to obtain approval from Chinese authorities to list on U.S. exchanges . . . ." To
add context to this disclosure, please revise your disclosure here and as appropriate
elsewhere in your filing to clarify, as you do on page 20, that you are required to file with
the CSRC with respect to this offering to list on U.S. exchanges or issue securities to
foreign investors.
Implications of Being an Emerging Growth Company, page 23
6.Here and throughout your Form F-1 in which you discuss being an emerging growth
company, disclose your election consistently as to whether you have elected to opt-in to
complying with any new or revised financial accounting standards until such date that a
private company is otherwise required to comply under Section 102(b)(1) of the Sarbanes-
Oxley Act of 2002 and that this election may result in your financial statements not being

 FirstName LastNameXiaoqiu Zhang
 Comapany NamePark Ha Biological Technology Co., Ltd.
 June 6, 2024 Page 3
 FirstName LastNameXiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
June 6, 2024
Page 3
comparable to companies that comply with public company effective dates.
Risk Factors, page 27
7.We note your revised disclosure in response to comment 9. Please further revise your
disclosure as follows:

•We note your disclosure here and on page 11 that "[i]n light of recent events
indicating further development by the  CAC over data security, particularly for
companies seeking to list on a foreign exchange, we may be subject to a variety of
PRC laws and other obligations regarding data protection and any other rules . . . ."
Revise your disclosure here, and in your risk factor summary on page 11, to note that
the CAC may exert greater oversight or control over data security, particularly for
companies seeking to list on a foreign exchange.

•Where you disclose in the risk factor on page 28 that "any such action, once taken by
the PRC government, could significantly limit or completely hinder our ability to
offer or continue to offer securities to investors and cause the value of such securities
to significantly decline or in extreme cases, become worthless," please remove your
reference to "extreme."

•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 the securities you
are registering. In this regard, you appear to highlight this risk as part of a larger
discussion in your risk factor beginning on page 28. Make conforming changes to
your summary risk factors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 74
8.We note the expanded analysis provided in response to comment 17. As previously
requested, when multiple factors positively and/or negatively impact a line item, please
quantify the impact of each factor. In this regard, we note that changes in (a) product sales
– franchisees, (b) selling and marketing expenses, (c) general and administrative expenses,
and (d) research and development expenses were impacted by two factors. Refer to Item
5.A of Form 20-F and Section 501.12.b. of the Financial Reporting Codification (i.e.,
Release 33-8350, Section III.B.) for guidance.
9.Please provide a more comprehensive discussion and analysis of the material factors
impacting income tax expense (benefit) for fiscal years 2023 and 2022. Based on your
current analysis, the amount of income tax expense that would have been recognized
using a 25% tax rate would have been $295,392 for fiscal year 2023 and $47,502 for fiscal
year 2022, both of which differs from the actual amount recognized in the consolidated

 FirstName LastNameXiaoqiu Zhang
 Comapany NamePark Ha Biological Technology Co., Ltd.
 June 6, 2024 Page 4
 FirstName LastName
Xiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
June 6, 2024
Page 4
statements of operations for each period.
Critical Accounting Policies and Estimates, page 79
10.We reissue comment 20, as the disclosures of your critical accounting policies and
estimates appear to be a repetition of your significant accounting policies. Please revise
your disclosures to identify the critical estimates used to prepare your consolidated
financial statements and provide investors with an understanding as to what the critical
estimates being made are and how the uncertainty associated with those estimates may
impact your consolidated financial statements to comply with the guidance in Section
501.14 of the Financial Reporting Codification. Ensure your disclosures sufficiently
explain to investors what the critical estimate is; the uncertainties associated with the
critical estimates; the methods and assumptions used the make the critical estimates,
including an explanation as to how you arrived at the assumptions used; the events or
transactions that could materially impact the assumptions made; and how reasonably
likely changes to those assumptions could impact your consolidated financial statements.
Provide investors with quantified information to the extent meaningful and available.
Accounts Receivable and allowance for credit losses, page 80
11.We note that you recognized a $152,108 charge for the allowance for credit losses, of
which $84,671 is for accounts receivables and $62,602 is for loan receivables from
franchisees. Please provide the specific facts and circumstances that lead to the significant
increase in the allowance for expected credit losses for fiscal year 2023 compared to
$6,442 for fiscal year 2022.
Regulations Relating to Cosmetic Products, page 106
12.We note your revised disclosure in response to prior comment 24. To the extent material,
please disclose, as you did in your initial filing, the specific restrictions on special
cosmetics. For example, we note your prior disclosure stating that "special cosmetics can
only be produced and imported after being registered with the medical products
administration of the State Council."
13.We note your response to comment 25, including your revised disclosure that "[e]xcept
for a third-party brand product 'whitening and freckle removing freeze-dried powder,' as
of the date of this prospectus, the record-filing for all of our products have been completed
before they were marketed in accordance with applicable laws and regulations set forth
above." We also note your disclosure on page 6 that "Guangzhou Axina Cosmetics
Manufacturing Co., Ltd., has completed the registration with the NMPA for this
'whitening and freckle removing freeze-dried powder' product." Given that these
disclosure appear to conflict, please revise or advise.

 FirstName LastNameXiaoqiu Zhang
 Comapany NamePark Ha Biological Technology Co., Ltd.
 June 6, 2024 Page 5
 FirstName LastName
Xiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
June 6, 2024
Page 5
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-10
14.We note the expanded disclosures you provided in response to comment 32. For your
accounting policy for sales and deliveries of beauty products and devices to the
franchisees, please disclose the significant payment terms in accordance with ASC 606-
10-50-12.b. Address whether any discounts or volume discount incentives are offered to
your franchisees, which would be variable consideration. In this regard, we note that the
gross profit margin for products sold to franchisees is lower than products sold to non-
franchisee customers. Refer to ASC 606- 10-50-17 and 50-20.
15.As previously requested in comment 33, please provide disclosures regarding your
accounting for variable consideration, which includes discounts. In this regard, we note
your disclosures on page 99 that you offer special franchise discount advertisements.
Refer to ASC 606-10-50-12 and 50-17 through 50-20.
Note 19 - Subsequent Events, page F-21
16.Please disclose the specific date through which subsequent events have been evaluated in
accordance with ASC 855-10-50-1(a).
General
17.We note that, throughout your registration statement, you reference the advice of your
PRC legal counsel, including statements that you have been "advised by PRC legal
counsel," "according to" your PRC legal counsel, or PRC legal counsel "has confirmed"
compliance with certain regulations. Please clarify whether and to what extent these
statements indicate that you are relying on an opinion of counsel. If so, please revise in all
applicable areas to state that the company has relied on the opinion of counsel. If not,
please state as much and explain why such an opinion was not obtained.
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       William S. Rosenstadt