SecProbe.io

July 18, 2024
Ka Wai Victor Mo
Chief Executive Officer
ANEW Health Limited
Unit 2301-05, 23/F, Tower 5, The Gateway
Harbour City, 15 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong
Re:ANEW Health Limited
Draft Registration Statement on Form F-1
Submitted June 21, 2024
CIK No. 0002019042
Dear Ka Wai Victor Mo:
            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 submitted June 21, 2024
Cover Page
1.We note your cover page disclosure that "[t]his structure involves unique risks to the
investors, and the PRC regulatory authorities could disallow this structure, which would
likely result in a material change in Anew Health’s operations and/or a material change in
the value of the securities Anew Health is registering for sale, including that such event
could cause the value of such securities to significantly decline or become
worthless." Please also provide a cross-reference to your detailed discussion of risks
facing the company and the offering as a result of your organizational structure.
We note your statement here discussing certain consequences that could occur "in the
event that we or the Operating Subsidiaries were to become subject to PRC laws and
regulations" and your statement on page 33 that "[i]n the event that we or our Hong Kong
Operating Subsidiaries were to become subject to the PRC laws and regulations, it is 2.

July 18, 2024
Page 2
possible that all the legal and operational risks associated with being based in and having
operations in Mainland China may also apply to the operations in Hong Kong in the
future." Please revise these statements so that it is clear, as you state elsewhere in the
filing, that the legal and operational risks associated in operating in the PRC also apply to
your Operating Subsidiaries’ operations in Hong Kong.
3.We note your disclosure on the cover page that you “may be deemed” a controlled
company within the meaning of the Nasdaq listing rules and “follow certain exemptions
from certain corporate governance requirements.” Please revise to clearly state on the
cover page and in the prospectus summary whether you will be a “controlled company” as
defined under the relevant Nasdaq listing rules and, if so, whether you intend to rely on
any exemptions as a controlled company. We refer to your disclosure on page 15 that
upon completion of this offering, you “will be” a controlled company and while you do
not intend to rely on the controlled company exemptions under the Nasdaq listing
standards, you would elect to rely on such exemptions in the future.
Prospectus Summary
Overview, page 3
4.Please briefly define or explain Traditional Chinese Medicine as it relates to your business
and operations. If true, please note that your three service centers are not registered
medical clinics and that you have not engaged any registered medical practitioners.
5.We note your statements that "[a]ll treatment devices deployed by us have been critically
evaluated and assessed by our senior management and our quality control and training
committee to ensure that they are safe and capable of producing the desired results for our
clients," that your treatment and therapies use "safe and effective methods" and similar
statements throughout the prospectus. Determinations with respect to safety and efficacy
are within the sole authority of the FDA, EMA or equivalent foreign regulators. Please
note whether all of your treatment devices, therapies, supplements and topical use
products have been approved by the FDA or an equivalent foreign regulator. To the extent
they have not, please revise your statements through the prospectus that claim such
devices, treatments or products are safe or effective.
6.Please disclose in the Summary that the audit report for the Company includes a
paragraph related to substantial doubt about the ability of the Company to continue as a
going concern.
7.We note your disclosure here and throughout the prospectus that you are leveraging over
16 years of experience in pain management and body functional enhancement. You also
disclose on page 82 that “pain management and function enhancement services have been
[y]our dominant business since [y]our establishment…” However, we refer to your
disclosure on page 72 that you started your business of health assessment and nutritionist
services in 2007 and adopted the Restore, Detox, Strengthen (“RDS+”) techniques in
2019. Please expand your disclosure to discuss your health assessment and nutritionist
services and the types of pain management and function enhancement services you
provided prior to adopting the RDS+ approach in 2019, including a more detailed timeline
of your operations and establishment of your service centers.
We note your references throughout the prospectus relating to your “pioneering and
proprietary RDS+ technologies and therapies.” You also disclose that your RDS+ 8.

July 18, 2024
Page 3
approach utilizes various energy-based treatment and therapy devices sourced
internationally and various over-the-counter topical products and dietary supplements.
Please revise to substantiate your claims that your treatments, therapy devices and OTC
products constitute “proprietary” and “pioneering” technologies and therapies in the pain
management industry.
9.We note your disclosure on the cover page and Summary that you do not believe you are
covered by the permission requirements from CSRC or CAC, as advised by Guangdong
Wesley Law Firm. We also refer to your description of the consequences to you and your
investors if the applicable laws, regulations, or interpretations change and you and your
operating subsidiaries become subject to the CAC or CSRC review. Please also revise to
discuss the consequences to you and your investors if you or your subsidiaries
inadvertently conclude that such permissions or approvals are not required.
Competitive Strengths, page 4
10.We note your references throughout the prospectus relating to your "leading market
position and [y]our strong brand name," your "premium" pain management and function
enhancement services, and the "superior experience" provided at your service centers,
including the statement that you believe you are "one of the market leaders in the pain
management services industry and one of the largest providers of pain management
services in Hong Kong." For all statements throughout the prospectus regarding industry
leadership, please provide the basis for these statements, including any applicable
measures by which you are a market leader or one of the largest providers of pain
management services, or remove such statements.
Risk Factors
If we fail to obtain sufficient funding for our expansion plans, our business and growth prospects
may be adversely affected., page 28
11.Please expand on this risk factor to discuss the potential payment of a Tail Fee to the
Representative during the Tail Period and any associated risks to your ability to obtain
sufficient funding.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors that Affect Operating Results, page 60
12.We note your reference here to your focus on "homemade devices" and your expectation
to "continue generating revenue from these services and products." Please clarify if this is
a reference to your proprietary portable at-home treatment devices for the consumer retail
market discussed elsewhere in the prospectus or otherwise explain what you mean by
"homemade devices" in this context.
Revenue, page 61
13.Please provide your analysis of the underlying factors influencing the increase in the total
number of treatments performed and the average spending by customers, as well as
known trends and events you reasonably expect will have a material impact on future
results. Refer to Item 303(a) of Regulation S-K.

July 18, 2024
Page 4
Cost of revenues, page 62
14.In your discussion of cost of revenues, you attribute the increase to “the increase of
personnel cost paid for the increase in sales contracted.” Please clarify this statement,
explain the nature and significant terms of commissions and other agreements related to
these costs, and provide an analysis of the underlying reasons for the increase in personnel
cost, quantifying significant components (e.g. the hiring of additional personnel or an
increase in commissions to existing personnel.)
Finance Cost, page 63
15.Please expand your discussion of finance costs to provide the typical terms of bank
charges paid to card-issuing financial institutions and explain any trends that you
reasonably expect to materially impact future operations.
Industry, page 70
16.Please provide the source or basis for your claims in this section or note if the statement
are the belief of management. For example, we note your statements that:
•"[t]he growing aging population, prevalence of disabilities, and musculoskeletal
conditions have increased the demand for non-pharmacological pain management
services";
•"[d]ue to the economic development and a service-oriented consumption upgrade in
recent years, people in Hong Kong are able and willing to spend more money to
maintain and improve well-being as well as healthcare";
•"as old age group population grows and related physical muscle and bond pain issues
surge, many 40 – 69 age group are suffering from various pain symptoms, which
increases their awareness towards health improvement and prevention";
•"[individuals having daily life affected by Long COVID] should go seek care. The
care pathways should be multidisciplinary";
•"[d]ue to the increasing number of market participants and complaints about non-
pharmacological treatment selling skills, the relevant regulatory framework is
expected to become more stringent, which is beneficial for the large-scale non-
pharmacological pain management services providers as market players with smaller
operating scales may be eliminated due to their lack of sufficient practitioners and
therapists’ staffs";
•"[w]ith the change of focus on healthcare perception, people in Hong Kong become
more interested in non-pharmacological pain management services; and
•"painkillers cannot meet long term untreatable chronic pain conditions, which has
created an enormous growing opportunity for non-pharmacological pain management
services industry"; and
•"with technical innovation, many advanced technologies and products can be used to
improve the quality of non-pharmacological pain management services, which will in
turn stimulate the demand for pain management services."

July 18, 2024
Page 5
17.We refer to the inclusion of the chart on page 71 showing the number of people with
chronic health and musculoskeletal conditions in Hong Kong from 2012 to 2023. Please
revise to specify the “chronic health conditions” referenced in the chart and discuss how
these chronic health conditions relate to the types of pain management therapies and
treatments you provide.
Market Size, page 73
18.We refer to your disclosure relating to the market size of the pain management industry in
Hong Kong. Please revise your disclosure to address the following:

•You disclose that the number of pain management customers in Hong Kong increased
with a CAGR of 2.4% from 2012 to 2023 and also include a chart showing the
number of consumers using the non-pharmacological pain management services
market during the same time period. Please revise to specify the total number of pain
management customers in Hong Kong and the CAGR for the number of customers
using non-pharmacological pain management services from 2012 to 2023; and
•We note your reference to the Thematic Household Survey Report from December
2022 to April 2023 issued by the Census and Statistics Department of Hong Kong.
Please revise to specify the total number of persons included in the survey.
Market drivers and opportunities, page 74
19.You note here that "[t]he number of individuals aged 65 years and above is expected to
increase from 1.5 million (20% of the total population) in 2021 to 2.52 million (31%) in
2039." However, on page 75 you state that "[i]t is expected that 33.3% of Hong Kong
residents will be aged 65 years or above in the year 2039, as compared to 18.4% in the
year 2019." Please clarify if these are two separate estimates or otherwise reconcile the
different percentages.
Competitive Landscape of the Group, page 75
20.We note your disclosure relating to four of your top competitors in the non-
pharmacological pain management services market in Hong Kong, including private
clinics, one-stop pain management and health centers. Please revise to identify your top
competitors and discuss whether any of your competitors are also utilizing Traditional
Chinese Medicine and/or energy-based treatment and therapy devices as pain
management treatments.
Business, page 78
21.Please clarify the meaning of scientific or technical terms the first time they are used in
this section in order to ensure that lay readers will understand the disclosure. For example,
please briefly explain what you mean by radiographic and symptomatic OA knee,
osteopenia, ultrasound TENS, and iontophoresis.
22.We note your disclosure on page 78 that your treatment and therapies are developed to
achieve “noticeable and measurable pain treatment and bodily function enhancement
results.” Please expand your disclosure to substantiate your claim and provide a more
detailed explanation of the data and methodology used to support your conclusion.

July 18, 2024
Page 6
Competitive Strength, page 79
23.We note your statement that "[m]any of these medications cause long-term negative side
effects, and some of these medications do not help enough to offset the significant risks
associated with long-term side effects or do not help at all." Please provide the source or
basis for this statement or note if it is the belief of management.
Growth Strategies
Leveraging our existing market position to drive our organic growth..., page 81
24.We note your statement that you are "planning to establish a new treatment center in a
prime location in Hong Kong." Please discuss your expected timeline and where you are
in the process of opening this new treatment center.
Substantially enhance our research and development capabilities and introduce our proprietary
portable energy-based at-home treatment..., page 81
25.Please clarify if you currently have a specialized research and development department. If
not, please provide your anticipated timeline for creating this new department.
Additionally, please provide more specific detail regarding the proprietary energy-based
treatment devices that you are developing to be utilized for your own use and by other
pain management service providers and your portable energy-based at-home treatment
devices, including a description of where you are in the development process, whether
you expect such devices to be regulated as medical devices, and your expected timeline
for bringing such products to market.
Pain Management and Body Function Enhancement Services, page 82
26.We note pain management and health services range from energy-based treatment devices
such as High-Powered Laser Therapy and ultrasound to non-surgical and non-invasive
slimming and beauty services. Please tell us your consideration of providing the entity-
wide information required by ASC 280-10-50-38 through 50-41 for each service or ea