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December 22, 2023
Tingfeng Weng
Chief Executive Officer
Wing Yip Food Holdings Group Ltd
No.9, Guanxian North Rd,
Huangpu Town, Zhongshan City,
Guangdong, China 528429
Re:Wing Yip Food Holdings Group Ltd
Draft Registration Statement on Form F-1
Submitted November 29, 2023
CIK No. 0001999860
Dear Tingfeng Weng:
            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
About this Prospectus, page ii
1.We note your statement regarding market data used in the prospectus, cautioning investors
"not to give undue weight to this information." This statement appears to imply a
disclaimer of responsibility for this information in the registration statement.  Please either
revise this section to remove such implication or specifically state that you are liable for
all information in the registration statement.
Prospectus Summary, page 1
2.Please revise your summary to present an objective description of the challenges and/or
weaknesses of your business and operations.  For example, you highlight your competitive
strengths and growth strategies without equally prominent disclosure regarding your
weaknesses.

 FirstName LastNameTingfeng Weng
 Comapany NameWing Yip Food Holdings Group Ltd
 December 22, 2023 Page 2
 FirstName LastNameTingfeng Weng
Wing Yip Food Holdings Group Ltd
December 22, 2023
Page 2
Risk Factors, page 14
3.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. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action 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.
Managements Discussion and Analysis Of Financial Condition and Results of Operations
Key Components of Results of Operations for the Six Months Ended June 30, 2023 and 2022,
page 56
4.Please expand your discussion of your result of operations to provide a more
comprehensive and quantified discussion and analysis of the factors that impacted your
results between comparative periods.  Please revise your disclosures to provide the
following:
•Expand your discussion of net revenues to quantify how much of the increase in net
revenues was due to changes in volume, changes in selling prices and changes in
product mix.  Please also discuss and quantify the impact of changes in foreign
exchange rates on your net revenues; and
•Expand your discussion of cost of revenues to quantify the impact of the business
factors that affected your cost of revenues including the impact of increased sales
volume, pork prices and depreciation of equipment.  Please also consider discussing
the impact of product mix and and details of other costs that impacted your cost of
revenues.
This is not meant to represent an all-inclusive list of where your MD&A could be
improved. We encourage you to provide quantification of amounts and further
clarification throughout your discussion. Refer to Item 303 of Regulation S-K and Section
III.B.4 of Release No. 33-8350 for guidance.
Liquidity and Capital Resources
Cash Flows
Operating Activities , page 64
5.Please provide a more informative discussion and analysis of cash flows from operating
activities, including changes in working capital components, for the periods presented. In
doing so, explain the underlying reasons and implications of material changes between
periods to provide investors with an understanding of trends and variability in cash flows.
Also ensure that your disclosures are not merely a recitation of changes evident from the
financial statements. For example, explain the reasons for the changes in inventories and

 FirstName LastNameTingfeng Weng
 Comapany NameWing Yip Food Holdings Group Ltd
 December 22, 2023 Page 3
 FirstName LastName
Tingfeng Weng
Wing Yip Food Holdings Group Ltd
December 22, 2023
Page 3
accounts receivable for the six-months ended June 30, 2023 and 2022. Please refer to Item
303(a) of Regulation S-K and SEC Release No. 33-8350.
Business
Developing a New Line of Pre-Made Meal Products, page 82
6.We note your disclosure here that you intend to develop and launch a new frozen sausage
and pre-made meal product line.  Please provide a more detailed timeline for production.
Jurisdiction and Arbitration, page 138
7.We note your disclosure that arbitration provisions of the deposit agreement do not
preclude you from pursuing claims under the Securities Act or the Exchange Act in
federal or state courts. Please revise to state that the arbitration provisions of the deposit
agreement will not apply to claims under the Securities Act or the Exchange Act in federal
or state courts.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
8.Please make arrangement with your independent registered public accounting firm to have
them revise their opinion to include the city and State where the audit report was issued.
Refer to Rule 2-02(a)(3) of Regulation S-X.
Note 2. Summary of significant accounting policies
Revenue Recognition , page F-12
9.You disclosed that for each performance obligation satisfied at a point in time, you
recognize revenue at a point in time by measuring the progress toward complete
satisfaction of that performance obligation. Please help us understand how you recognize
revenue at a point in time by measuring progress toward complete satisfaction. Please note
that measures of progress over time suggests that revenue is recognized over time rather
than at a point in time.  Refer to ASC 606-10-25-31.
Note 20. Subsequent Events , page F-26
10.Please revise your disclosure here and on page F-50 to disclose the specific date through
which subsequent events were evaluated. Refer to ASC 855-10-50-1.
Item 7. Recent Sales of Unregistered Securities, page II-2
11.Please indicate the section of the Securities Act or the rule of the Commission under
which exemption from registration was claimed, and state briefly the facts relied upon to
make the exemption available.  See Item 701 of Regulation S-K.

 FirstName LastNameTingfeng Weng
 Comapany NameWing Yip Food Holdings Group Ltd
 December 22, 2023 Page 4
 FirstName LastName
Tingfeng Weng
Wing Yip Food Holdings Group Ltd
December 22, 2023
Page 4
Exhibits
12.Please file all material agreements, including but not limited to: (i) lease agreements, (ii)
employment agreements,  and (iii) supply agreements.  See Item 601(b)(10) of Regulation
S-K.
General
13.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions.  For example,
discuss whether you have or expect to:
•Suspend the production, purchase, sale or maintenance of certain items;
•Experience labor shortages that impact your business;
•Experience cybersecurity attacks in your supply chain;
•Experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•Experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply; or
•Be unable to supply products at competitive prices or at all.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
14.Please update your disclosure with respect to the status of your filing materials with the
CSRC, or disclose why you have not yet filed materials with the CSRC
15.Please provide us with supplemental 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
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained or intend to retain copies of those
communications.  Please contact the legal staff associated with the review of this filing to
discuss how to submit the materials, if any, to us for review.
            Please contact Ernest Greene at 202-551-3733 or Kevin Woody at 202-551-3629 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing