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October 12, 2023
Siu Ming Law
Executive Director and Chief Executive Officer
Great Restaurant Development Holdings Ltd
Ground Floor and 1st Floor
No. 73 Chung On Street
Tsuen Wan, New Territories
Hong Kong
Re:Great Restaurant Development Holdings Ltd
Draft Registration Statement on Form F-1
Submitted September 15, 2023
CIK No. 0001990643
Dear Siu Ming Law:
            We have reviewed your 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.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure on the prospectus cover page that you are not a Hong Kong
operating company but a Cayman Islands holding company with operations conducted by
your subsidiary based in Hong Kong. However, please also disclose that this structure
involves unique risks to investors. Your disclosure should acknowledge that Chinese
regulatory authorities could disallow this structure, which would likely result in a material
change in your operations and/or a material change in the value of the securities you are
registering for sale, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross-reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.

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Great Restaurant Development Holdings Ltd
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2.We note your disclosure on the cover page addressing the CAC and the risk of having to
comply with PRC data security laws in the future. Please also include
disclosure addressing how recent statements and regulatory actions by China’s
government related to anti-monopoly concerns have or may impact the company’s ability
to conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange.
3.We note that on page 2 of the registration statement you have excluded "Hong Kong" and
"Macau" from the definition of "PRC" or "China." Please make clear in the definition, or
elsewhere in the registration statement, that the "legal and operational" risks associated
with operating in China also apply to operations in Hong Kong. In addition, since First
Grade is located and operates in Hong Kong; please discuss in your registration statement
the applicable laws and regulations in Hong Kong as well as the related risks and
consequences. Examples of applicable laws and regulations include, but are not limited to,
are:
•Regulatory actions related to data security or anti-monopoly concerns in Hong Kong
and its potential impact on your ability to conduct business, accept foreign investment
or list on a U.S./foreign exchange; and
•Risk factor disclosure explaining whether there are laws/regulations in Hong Kong
that result in oversight over data security, how this oversight impacts the company’s
business and the offering, and to what extent the company believes that it is
compliant with the regulations or policies that have been issued.
4.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed. State whether any transfers,
dividends, or distributions have been made to date between the holding company, its
subsidiaries, or to investors, and quantify the amounts where applicable. Provide cross-
references to the consolidated financial statements. In addition, please amend your
disclosure here and in the summary risk factors and risk factors sections to state that, to
the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds
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 the ability of
you or your subsidiaries by the PRC government to transfer cash or assets. On the cover
page, provide cross-references to these other discussions. Lastly, to the extent you have
cash management policies that dictate how funds are transferred between you, your
subsidiaries or investors, summarize the policies on your cover page and in the prospectus
summary, and disclose the source of such policies (e.g. whether they are contractual in
nature, pursuant to regulations, etc.); alternatively, state on the cover page and in the
prospectus summary that you have no such cash management policies that dictate how
funds are transferred. Provide a cross-reference on the cover page to the discussion of this
issue in the prospectus summary.
5.Please revise the prospectus cover page to include a cross-reference to the Risk Factors
section including the page number where this section appears in the prospectus.  Highlight

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Great Restaurant Development Holdings Ltd
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this cross-reference by prominent type or in another manner.  Refer to Item 501(b)(5) of
Regulation S-K.
Prospectus Summary, page 7
6.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese or Hong Kong authorities to operate your business and to offer the securities
being registered to foreign investors. State whether you or your subsidiaries are covered
by permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future. Additionally, please clarify whether have relied
upon an opinion of counsel with respect to your conclusions on these matters. If an
opinion of counsel was not obtained, state as much and explain why such an opinion was
not obtained.
7.We note your risk factor disclosure on page 19, describing the substantial doubt in your
ability to continue as a going concern. Please also include such disclosure in this section,
including whether you expect that your existing cash balances will be sufficient to meet
working capital and capital expenditure needs for the next 12 months. Disclose the dollar
amount required to fund your operations for the next 12 months. Also disclose your
accumulated deficit and quantify your debt service obligation. Please disclose the amount
of debt that you anticipate incurring in the next 12 months and clearly explain the risk to
investors. Lastly, please make corresponding updates to the disclosure you have on page
51.
Risks and Challenges
Risks Relating to Doing Business in the Jurisdiction in which our Operating Subsidiary Operates,
page 10
8.In your summary of risk factors, we note you disclose the risks that your corporate
structure and being based in or having the majority of the company’s operations in Hong
Kong poses to investors. However, please also describe the significant regulatory,
liquidity, and enforcement risks with cross-references (title and page number) to the more
detailed discussion of these risks in the prospectus. For example, specifically discuss 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 or Hong

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 FirstName LastName
Siu Ming Law
Great Restaurant Development Holdings Ltd
October 12, 2023
Page 4
Kong-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.
Corporate Structure, page 16
9.Please move this disclosure to a more prominent place in your prospectus summary. In
addition, please clearly identify the entity in which investors are purchasing an interest
and the entity(ies) in which the company’s operations are conducted.
Risk Factors, page 19
10.We note your disclosure on page 53 disclosing your bank borrowings interest rates. Please
expand your discussion of interest rates, if material, to specifically identify the impact of
rate increases on your operations and how your business has been affected. For example,
describe whether your borrowing costs have recently increased or are expected to increase
and your ability to pass along your increased costs to your customers.
Our inability to detect, deter and prevent all instances of fraud or other misconduct committed by
our employees, suppliers or other..., page 24
11.We note your disclosure on page 75 that many of your customers at all your restaurants
pay in cash. Please add additional details to this risk factor, or in a new risk factor,
providing additional information as to how much of your business is cash-based and any
associated risks with having a cash-based business, if material.
The hotpot restaurant market in Hong Kong is highly competitive and we may not successfully
compete against our competitors., page 26
12.We note your disclosure on page 85 that competitors have already "pinched our restaurant
staff." Please update this risk factor characterized as potential if competition over staff has
already impacted your business.
Risks Relating to Doing Business in the Jurisdiction in which our Operating Subsidiary Operates,
page 27
13.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please add a risk factor, or revise an existing one, 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.

 FirstName LastNameSiu Ming Law
 Comapany NameGreat Restaurant Development Holdings Ltd
 October 12, 2023 Page 5
 FirstName LastName
Siu Ming Law
Great Restaurant Development Holdings Ltd
October 12, 2023
Page 5
If we fail to implement and maintain an effective system of internal controls, we may be unable
to accurately or timely report our..., page 39
14.You disclose that your management has not performed an assessment of the effectiveness
of your internal controls. Either here or in a new risk factor, please also address your
management team's lack of experience complying with U.S. public company ongoing
reporting requirements and the negative impact this could have on your business.
Contractual Obligations, page 53
15.Please clarify what is meant by "Bank prevailing rates," in order for investors to better
appreciate the cost of your bank borrowings.
Market Threats Analysis, page 64
16.You state that all major expenses for restaurants have continuously risen over the past few
years due to inflation. In the appropriate section, please expand to identify the principal
factors contributing to the inflationary pressures the company has experienced and clarify
the resulting impact to the company. If inflationary expenses pose a material risk to your
business, please also make corresponding updates to your risk factor section.
Our Growth Strategies, page 82
17.We note that your growth plans include opening new restaurants and establishing a new
food factory and training center.  Please revise to discuss the costs and timing estimates
for these growth plans.
Selling Shareholder, page 105
18.Please reconcile the number of shares owned by Sincere Virtue prior to the offering with
the number of shares to be sold in the offering.
Enforceability of Civil Liabilities, page 123
19.Please disclose which of your directors and officers are located in mainland China or
Hong Kong. In addition, make similar updates to the applicable risk factor on page 40
addressing the challenges of bringing actions and enforcing judgments/liabilities against
such individuals.
Consolidated Financial Statements
10. Bank Borrowings, page F-18
20.Please revise to present the weighted average interest rate for each of your borrowings.
Refer to Rule 5-02(19)(b) of Regulation S-X.

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 FirstName LastName
Siu Ming Law
Great Restaurant Development Holdings Ltd
October 12, 2023
Page 6
18. Income Taxes, page F-23
21.Regarding your tax reconciliation, please tell us what the tax effect on-non-assessable
income represents and why it exceeds the tax at Hong Kong statutory tax rate of 16.5% for
both periods.
Resale Prospectus Alternate Page, page II-7
22.Please revise the Resale Prospectus cover page to make clear whether Sincere Virtue
Limited will only sell their holdings after trading of your ordinary shares begins.
23.We note that the prospectus cover page and Resale Prospectus cover page differ
substantially.  In this regard, we note that the Resale Prospectus cover page omits certain
China-based issuer disclosure, controlled company and foreign private issuer disclosure,
etc.  Please reconcile and align the respective cover pages.
Table of Contents, page II-8
24.Please ensure that the prospectus Table of Contents and the Resale Prospectus Table of
Contents are aligned.  As one example only, the resale prospectus Table of Contents has a
section labeled "Executive Compensation," but the prospectus Table of Contents does not.
General
25.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
            Please contact Aamira Chaudhry at 202-551-3389 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William S. Rosenstadt