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United States securities and exchange commission logo
April 26, 2024
Lap Sun Wong
Chief Executive Officer and Chairman of the Board
Hong Kong Pharma Digital Technology Holdings Ltd
Room B1, 5/F., Well Town Industrial Building
13 Ko Fai Road, Yau Tong, Kowloon
Hong Kong
Re:Hong Kong Pharma Digital Technology Holdings Ltd
Draft Registration Statement on Form F-1
DRS submitted on March 29, 2024
CIK No. 0002007702
Dear Lap Sun Wong:
            We have reviewed your draft registration statement and have the following comment(s).
            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 that "Hong Kong Pharma is not an operating company, but a
Cayman Islands holding company with operations solely conducted by its subsidiaries."
Please revise this statement here and elsewhere as appropriate to clarify that Hong Kong
Pharma is not a Chinese operating company. Additionally, please explain whether the
holding company structure is used to provide investors with exposure to foreign
investment in China-based companies where Chinese law prohibits direct foreign
investment in the operating companies. Lastly, please clearly acknowledge here, as you do
in the Prospectus Summary, that Chinese regulatory authorities could disallow this
holding company 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

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Hong Kong Pharma Digital Technology Holdings Ltd
April 26, 2024
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for sale, including that it could cause the value of such securities to significantly decline
or become worthless.
2.We note your disclosure that "to the extent [y]our cash or assets are in Hong Kong or with
a Hong Kong entity, such 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 HK Subsidiaries’ ability to transfer funds or assets by the PRC
government." Please amend your prospectus summary and risk factors sections to also
include this disclosure, and revise here to provide cross-references to these other
discussions.
3.We note your disclosure that "there are currently no such restrictions on foreign exchange
and our ability to transfer cash or assets between Hong Kong Pharma and any of our HK
Subsidiaries." Please revise to further discuss whether there are limitations on your ability
to transfer cash between you, your subsidiaries or investors. Additionally, please revise
your prospectus summary, summary risk factors and risk factors sections to include a
discussion of this issue and provide a cross-reference here to such discussions.
Our Risks and Challenges, page 3
4.Please revise the cross-reference accompanying each summary risk factor related to your
operations in Hong Kong and China to include the title of the individual detailed risk
factor.
Risks Related to Doing Business in Hong Kong, page 5
5.We note your statement here and on pages 9-10 and 32 that "the legal and operational
risks associated with operations in China may also apply to our operations in
Hong Kong." Please revise your disclosure here and elsewhere as appropriate to
affirmatively clarify that the legal and operational risks associated with operating in China
also apply to operations in Hong Kong.
Corporate Structure, page 8
6.Please revise the diagram to (i) clearly identify the entity in which investors are
purchasing their interest and the entity(ies) in which the company's operations are
conducted and (ii) identify the "Existing Shareholders" who own Hong Kong Pharma
Digital Technology Holdings Limited.
Transfer of Cash Through Our Organization, page 8
7.Please quantify any cash flows and transfers of other assets by type that have occurred
between the holding company, its subsidiaries. In this regard, we note your disclosure that
"there were no transfers of funds between Hong Kong Pharma and any of the HK
Subsidiaries except that the portion of the subscription price for the Class B Redeemable
Ordinary Shares that had been paid by the holder of such shares was remitted to Joint

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 Comapany NameHong Kong Pharma Digital Technology Holdings Ltd
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Hong Kong Pharma Digital Technology Holdings Ltd
April 26, 2024
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Cross Border directly as an interest-free, payable on demand loan from Hong Kong
Pharma." Additionally, please provide cross-references to the consolidated financial
statements. Lastly, to the extent true, please revise your disclosure to make clear if no
dividends, or distributions have been made to date. Alternatively, quantify any dividends
or distributions that a subsidiary has made to the holding company and which entity made
such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences.
Recent Regulatory Developments in China, page 10
8.We note your disclosure that "as of the date of this prospectus, in respect of the New
Overseas Listing Rules, in the opinion of our directors and officers, we are not required to
obtain permission from any PRC authorities (including those in Hong Kong) to issue our
Ordinary Shares to investors, including the CSRC or any other PRC governmental
authority." However, your disclosure under the section captioned "Permission Required
from Hong Kong and Chinese Authorities" indicates that you have relied on the opinions
of counsel in concluding that you are not required to obtain permissions from any PRC
authorities. Please advise or reconcile this discrepancy here and elsewhere as appropriate.
9.Where you discuss the inapplicability to you of a cybersecurity review or approval by the
CAC or pursuant to the CRM on page 11, please revise to acknowledge that you have
relied upon your PRC legal counsel to make such conclusion, if true, as you state on your
prospectus cover page.
Permission Required from Hong Kong and Chinese Authorities, page 11
10.We note your disclosure that according to your Hong Kong counsel, "none of Hong Kong
Pharma or its HK Subsidiaries is required to obtain permissions or approvals from
Hong Kong authorities for the proposed listing in the U.S. or to issue its Ordinary Shares
to foreign investors." Please revise to additionally address each permission or approval
that you or your subsidiaries are required to obtain from Chinese authorities to operate
your business.
Implications of Being a Foreign Private Issuer, page 14
11.Revise your disclosure to advise investors definitively as to your plans to take advantage
of the exemptions available to you as a foreign private issuer. Provide consistent
disclosure on page 6.
Implications of Being a Controlled Company, page 15
12.Please revise your disclosure here and elsewhere as appropriate to 1) state if true, that the
controlling shareholder will have the ability to determine all matters requiring approval by
stockholders and 2) clarify, if true, that in the event that you were to lose your “controlled
company” status, you could still rely on the relevant listing exchange's rules that permit a
foreign private issuer to follow its home country requirements to some extent concerning

 FirstName LastNameLap Sun Wong
 Comapany NameHong Kong Pharma Digital Technology Holdings Ltd
 April 26, 2024 Page 4
 FirstName LastName
Lap Sun Wong
Hong Kong Pharma Digital Technology Holdings Ltd
April 26, 2024
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corporate governance issues, including whether a majority of its board of directors must
be independent. Provide consistent disclosure about your intention to not rely upon this
exemption on page 6, if true.
Risk Factors
Certain customers contributed to a significant percentage of our total revenue . . ., page 21
13.Expand your disclosure here to disclose the material terms of your agreement with
CaiNiao, including material obligations of either party, termination provisions and fee
structure. Additionally, please file such agreement as an exhibit to the registration
statement. See Item 601(b)(10) of Regulation S-K.
Our major suppliers include OTC pharmaceutical producers and distributors . . ., page 24
14.We note your disclosure that you "generally enter into supply contracts with our major
suppliers." To the extent your business is substantially dependent on such supply
contracts, please file any such agreements as exhibits to the registration statement or tell
us why you believe you are not required to do so. Refer to Item 601(b)(10)(ii)(B) of
Regulation S-K.
We may become subject to a variety of PRC laws and other obligations . . ., page 38
15.We note your disclosure discussing the CAC and suggesting that "[you] do not believe
[you] are obligated to apply for a cybersecurity review pursuant to the CRM." Please
disclose here, the basis on which you made this determination. In this regard, we note
your disclosure on page 11 that " [you] have also been advised by Beijing Deheng Law
Offices, [y]our PRC counsel, that . . . as of the date of this prospectus, none of Hong Kong
Pharma or its HK Subsidiaries is required to obtain permissions or approvals from any
PRC authorities for the proposed listing in the U.S. and to issue its Ordinary Shares to
foreign investors, including the CSRC or the CAC."
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 55
16.You disclose inventories increased $191,155 in fiscal year 2023 and were $190,887 on
March 31, 2023. Please reconcile the increase in inventories to their balances as of March
31, 2023 and 2022. We also note the cost of inventories in your cost of sales was
$4,184,709 for the year ended March 31, 2023. Please explain to us, and disclose in an
appropriate section of your registration statement, the inventory turnover ratio or other
measure used by management to monitor inventories along with an analysis of material
changes in trends. Refer to Item 5 of Form 20-F and Item 4(a) of Form F-1.

 FirstName LastNameLap Sun Wong
 Comapany NameHong Kong Pharma Digital Technology Holdings Ltd
 April 26, 2024 Page 5
 FirstName LastName
Lap Sun Wong
Hong Kong Pharma Digital Technology Holdings Ltd
April 26, 2024
Page 5
Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Exchange Risk, page 59
17.We note your disclosure that the "company is exposed to foreign currency risk." To the
extent material, please revise your summary risk factors and risk factors sections to
specifically identify this risk.
Enforceability of Civil Liabilities, page 115
18.We note your disclosure that "most of the directors and executive officers are nationals or
residents of jurisdictions other than the United States and all or a substantial portion of
their assets are located outside the United States." We also note your disclosure on page
45 that "most of [y]our directors and officers are nationals or residents of Hong Kong" and
page 38 where you state that "most of the senior management in charge of [y]our business
operations are not Chinese citizens or domiciled in the PRC." As it appears that you
have one or more directors, officers or members of senior management located in Hong
Kong or China, please revise here to clearly state that is the case and identify the relevant
individuals.
Consolidated Balance Sheet, page F-4
19.It appears that you present Class B Redeemable ordinary share as equity. Please expand
your disclosure to describe the redemption feature of your Class B Redeemable ordinary
shares and tell us how you determined that these redeemable shares meet the conditions
in IAS 32 to be classified as equity.
Consolidated Statement of Changes in Equity, page F-5
20.You state in the registration statement that 950,100 Class A ordinary shares were issued
and outstanding as of the date of this prospectus and 950,099 Class A ordinary shares
were issued to Lap Sun Wong and new shareholders on December 1, 2023. Please tell us
how you determined that 684,300 Class A ordinary shares were issued and outstanding as
of March 31, 2022 and 2023.
Notes to Consolidated Financial Statements
Note 1 - Organization and Business Description
Reorganization, page F-7
21.You considered the reorganization completed on December 7, 2023 as a recapitalization
of entities under common control in accordance with ASC 805-50-25. Please describe the
ownership structure of each entity and the common controlling interest among all entities.

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 April 26, 2024 Page 6
 FirstName LastName
Lap Sun Wong
Hong Kong Pharma Digital Technology Holdings Ltd
April 26, 2024
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Note 3 - Significant Accounting Policies
Revenue recognition, page F-10
22.Please revise your disclosure for revenues from resale of pharmacies (procurement and
distribution) to describe in greater detail the nature, significant terms, and performance
obligations. Please clarify whether the term pharmacies refers to OTC pharmaceutical
products. Please ensure that your revised disclosure is specific as to the nature of your
performance obligation(s) and explain how you are compensated in these arrangements.
Refer to paragraph 119 of IFRS 15.
Note 4 - Significant Management Judgement in Applying Accounting Policies
Allowance for Bad and Doubtful Debts, page F-18
23.We note your trade receivables were $1,646,491, or 48% of total assets and there was no
bad debt provision or write- offs during the year ended March 31, 2023. Please revise your
disclosure to include both the contractual and customary payment terms of your trade
receivable as well as your accounting policy for writing-off trade receivables deemed to
be uncollectible.
Note 30 - Events After the Balance Sheet, page F-33
24.You disclose that you issued 265,800 Class A shares to different parties on December 1,
2023. It appears to be inconsistent with your disclosure elsewhere in the registration
statement that an additional 950,099 Class A ordinary shares were allotted and issued to
Lap Sun Wong and new shareholders on December 1, 2023. Please revise to reconcile the
difference.
General
25.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 staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
26.Please revise the resale prospectus cover page to include the information from the public
offering prospectus cover pages related to your operations in China or Hong
Kong, including the disclosure related to your organizational structure, how you will refer
to the holding company and subsidiaries and how cash is transferred in your organization.
27.We note your placeholder for the initial public offering price range on the Public Offering
Prospectus cover page, indicating that the initial public offering price will not be fixed at
the time of effectiveness. However, the Res