SecProbe.io

October 1, 2024
Xiaoqiu Zhang
Chief Executive Officer
Park Ha Biological Technology Co., Ltd.
901 & 901-2, Building C
Phase 2, Wuxi International Life Science Innovation Campus
196 Jinghui East Road
Xinwu District, Wuxi, Jiangsu Province
People’s Republic of China 214000
Re:Park Ha Biological Technology Co., Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed September 18, 2024
File No. 333-281783
Dear Xiaoqiu Zhang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 12, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
Prospectus Summary
Our Franchise Model, page 8
We note your revised disclosure on page 2 in response to comment 1, including that the
decrease in revenue from franchise fees "was primarily due to a decrease in the franchise
fees as a result of (i) a decrease in the number of our franchisees, (ii) additional franchisee
incentives such as our offering of discounts on franchise fees to incentivize renewals, and
(iii) the change in the franchising model for some of our franchisees, from regional
franchisees to single-store franchisees, which led to certain changes in franchise fees."
Please revise this section and your description of business beginning on page 86 to 1.

October 1, 2024
Page 2
provide additional detail about your franchise model, including the types and amount of
discounts and other incentives you offer to current franchisees for renewal or to attract
new franchisees, and, if material, a quantification of historical discounts or incentives to
existing franchisees. Please also provide additional detail about the franchise fees for
regional compared to singe-store franchisees, including the difference in fees for these
two models. In your discussion, clarify the fees received from each type of model for the
periods presented in the filing to provide context for your disclosure that the change in
model resulted in a decrease in franchise fees for the six months ended April 30, 2024.
Finally, please revise your risk factors to discuss the risks, if any, related to discounts or
incentives noted in your revised disclosure.
Risk Factors Summary, page 10
We note your revised disclosure in response to prior comment 2. Please revise your Risk
Factor Summary section to include the following removed risk factors and conform the
cross-references to those present:

•"You may experience difficulties in effecting service of process, enforcing foreign
judgments or bringing actions in China against us or our management named in this
prospectus based on foreign laws."
•"Our results of operation may be materially and adversely affected by a change in
China or the global economy."
•"It may be difficult for overseas shareholders and/or regulators to conduct cross-
border investigation in China."
•"Changes in PRC political, economic and governmental policies may have an adverse
impact on our business."
•"PRC regulation of loans to and direct investment in PRC entities by offshore holding
companies and governmental management of currency conversion may delay us from
remitting the proceeds of this offering into China through loans or additional capital
contributions to our PRC subsidiaries, thereby diminishing our ability to fund and
expand our business."
•"PRC regulations relating to offshore investment activities by PRC residents may
limit our PRC subsidiaries’ ability to change their registered capital or distribute
profits to us or otherwise expose us or our PRC resident beneficial owners to liability
and penalties under PRC laws."
•"If the content we produce and distribute through online social and content platforms,
or content available on our website, is deemed to violate PRC laws or regulations, our
business and results of operations may be materially and adversely affected."

Please also include the risk that any actions by the Chinese government to exert more 2.

October 1, 2024
Page 3
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.
Exhibits
3.We note that the opinion of Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1,
assumes that "the Company will have sufficient authorised but unissued capital to issue
each Share." Please revise the legal opinion to remove this assumption. Refer to Section
II.B.3.a of Staff Legal Bulletin No. 19.
            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