SecProbe.io

December 18, 2024
Kit Wong
Chief Executive Officer
Charming Medical Limited
Units 1803-1806, 18/F, Hang Lung Centre
2-20 Paterson Street, Causeway Bay, Hong Kong
Re:Charming Medical Limited
Draft Registration Statement on Form F-1
Submitted November 21, 2024
CIK No. 0002035992
Dear Kit Wong:
            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 here and elsewhere throughout that you "may be deemed to
be a 'controlled company' within the meaning of the Nasdaq listing rules." We contrast
these statements with your disclosure on pages 16, 108 and elsewhere that you are,
and following this offering will continue to be, a "controlled company." Please revise
throughout to reconcile your statements in this regard. If you will be a controlled
company, disclose on the cover page the corporate governance exemptions available
to a controlled company and whether you intend to rely on any exemptions from the
corporate governance requirements.

December 18, 2024
Page 2
Prospectus Summary
Overview, page 1
2.Please revise to explain what you mean when you say that your Operating
Subsidiaries in Hong Kong offer a wide range of "TCM-inspired" therapies and
products.
3.Please balance your disclosure of fiscal year 2024 and 2023 revenues with
corresponding disclosure of fiscal year 2024 and 2023 net income and loss.
Risk Factors Summary, page 5
4.Please revise this section and the Risk Factors section so that the Risks Relating to
Doing Business in Hong Kong appear first.
Risk Factors
We incurred net losses during the fiscal year ended March 31, 2023 and may experience
losses in the future..., page 28
5.We note your disclosure that your auditor, WWC, P.C., has "raised doubt about [your]
ability to continue as a going concern." Please revise your disclosure throughout your
prospectus as follows:
•Revise the summary risks, as well as the heading and narrative disclosure in
this risk factor, to reference the explanatory paragraph in your auditor’s
report covering the financial statements for the fiscal years ending March 31,
2024 and 2023 expressing "substantial doubt" about your ability to continue as
a going concern.  Include narrative discussion regarding your operating losses,
negative cash flows from operating activities, and working capital deficits.
•If true, revise the summary risks and this risk factor to disclose that your ability to
continue as a going concern beyond a certain point in time, which should be
identified as applicable, is contingent upon obtaining funding from sales of your
securities in this offering.
•Discuss the auditor's going concern opinion in the Liquidity and Capital
Resources discussion in your MD&A, addressing your financial condition, the
uncertainties you face, such as your need to obtain additional financing, and the
consequences for your business if you are unable to obtain additional financing.

As a company incorporated in the BVI, we are permitted to adopt certain BVI practices...,
page 43
6.We refer to your statement that you do not plan to rely on home country practices with
respect to your corporate governance after completion of this Offering. We note that
this statement, as well as a similar statement on page 108, appears to conflict with
your disclosure on page 51 that you "plan to rely on some home country practices"
after completion of this Offering. Please clarify whether you will follow home country
practices and if so, clarify in the summary, and elsewhere in the prospectus as
appropriate, the specific home country practices you will elect to follow.

December 18, 2024
Page 3
There can be no assurance that we will not be deemed a passive foreign investment
company..., page 52
7.In this risk factor, disclose as you have on page 123 that you do not intend to prepare
or provide annual PFIC information that would enable investors to take a qualified
electing fund (“QEF”) election that could mitigate the adverse U.S. federal income tax
consequences should you be classified as a PFIC.
Use of Proceeds, page 55
8.We note your disclosure that you intend to use portions of the proceeds of this
offering to (i) expand business and geographic coverage, (ii) acquire health screening
centers (iii) develop virtual consultations and live tutorials and sessions, and (iv) for
general working capital and corporate purposes. Here, in the Prospectus Summary and
in Business as appropriate:
•Please revise to provide more meaningful and specific disclosure regarding each
of the intended use of proceeds, to the extent known. For instance, clarify what
you mean by "expanding business and geographic coverage" and describe the
nature of and quantify the screening centers or consultations and tutorials you
hope to acquire or develop.
•Explain what the receipt of the estimated amounts of net proceeds would enable
you to accomplish with respect to your business plans (i.e., specify how far in the
development of each of the identified projects you expect to reach with the
proceeds from this Offering).
•We note your disclosure on page 52 that you plan to have a "small public
offering." Please disclose the total estimated cost of each of the specified purposes
for which net proceeds are intended to be used, and if any material amounts of
other funds are necessary to accomplish the specified purposes, state the amounts
of such other funds needed for each such specified purposes and the sources
thereof.  Refer to Instruction 3 to Item 504 of Regulation S-K.
•To the extent known, please provide more detail regarding the purposes for which
the net proceeds in this offering are intended to be used for general corporate
purposes. If any material part of the proceeds is to be used to discharge
indebtedness such as your bank borrowings, state as such and set forth the interest
rate and maturity of such indebtedness, or otherwise advise. Refer to Item 504 of
Regulation S-K.

Please note that your revisions throughout the prospectus discussing your future
business plans and growth strategies, such as the estimated use of proceeds or the
development of your expansion plans, should discuss specific actions you will take
and expenditures you will make in order to achieve your stated business objectives.
Such discussion should be balanced with a brief discussion of the material steps
involved, identification of the stage you are currently in and key tasks that remain to
be completed, the expected time frame for implementation, and any anticipated
obstacles involved before you can commence your plans.

December 18, 2024
Page 4
Critical Accounting Policies, Judgments and Estimates, page 61
9.Please revise the discussion of “accounts receivable, net” to clarify the circumstances
when credit card payments are settled within one to three months, as opposed to
within a few days.
Results of Operations, page 66
10.We note that you have identified multiple factors contributing to the increase in
Beauty, Wellness and Postpartum services. To the extent material, please quantify the
impact of each factor separately.
11.You attribute the 68% increase in sales for beauty, wellness and postpartum services
to an increase in the number of customers “from average of 1,622 for the fiscal year
ended March 31, 2023 to average of 1,738 for the year ended March 31, 2024.” Please
clarify what is meant by “average” in this context. Also, if this represents a 7%
increase in the number of customers, please clarify the impact of prices, average
number of services per client, or other factors contributing to the increase in sales.
Operating cost and expenses, page 67
12.Quantify the impact of the various reasons given for the change in staff costs and
employee benefits. Also, please clarify why staff costs and employee benefits
decreased while sales increased 70%. Clarify the accounting and significant terms of
commissions paid to operating personnel, including when they are accrued and paid.
Industry, page 74
13.We note your disclosure that you commissioned the independent preparation of an
industry report by Frost & Sullivan in connection with this offering. In this regard:
•Please revise to clarify the date of this research report.
•We note your statement that investors are cautioned not to place undue reliance on
the marked and industry data included in the prospectus. Please revise to remove
any implication that investors are not entitled to rely on the disclosure in your
registration statement.
Growth Drivers in the Related Industries
Growth Drivers in the TCM Women's Health Market, page 76
14.We note your disclosure that a nationwide survey on women’s health revealed that
60% of the female population is affected by “cold womb,” and that growing demand
for natural solutions to manage this condition drives interest in TCM wellness
treatments and therapies. Please revise here to explain the term "cold womb" at first
use.
Growth Drivers in the TCM Beauty Market in Hong Kong, page 77
We note your disclosure that "strict regulations on the safety of the beauty regulations,
especially for beauty qualifications in Hong Kong also increase the credibility of
TCM beauty services, and help the market expand," and that "the natural advantages
of TCM beauty, combined with Hong Kong’s stringent industry standards for  beauty
qualifications, have jointly propelled the market’s rapid growth." These statements 15.

December 18, 2024
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appear to conflict with statements on pages 5, 24 and 91 that "the relative lack of
stringent laws and regulations specifically governing qualifications and practices in
the beauty services sector in Hong Kong, particularly for the TCM-inspired beauty
and wellness industry, creates challenges for [you] in maintaining consistent service
quality." Please reconcile your disclosure or otherwise advise.
16.Please revise to disclose the basis for the following statement on page 78: "Women
prefer beauty products made from natural sources, and TCM beauty fits this trend
perfectly."
Future Trends in the Women's TCM Health Market in Hong Kong, page 78
17.We note your disclosure that "studies have shown that a significant portion of women
prefer TCM practices for their focus on overall wellness." Please revise to disclose the
details of such studies, if material (e.g., study sponsor, study topic(s), number of
participants). Additionally, revise to quantify the "significant portion" of women that
prefer TCM practices.
Our Competitive Strength, page 81
18.We note your statements here and throughout the prospectus discussing your
leadership in your field and the competitive position of your products and services.
For example, you state that:
•the expertise of your professional TCM practitioners has earned Beauty Lab a
strong reputation and competitive advantage in the market;
•all of your therapies and products undergo strict quality control, including training
service providers and selecting third-party product suppliers to ensure safety and
efficacy;
•you provide "cutting-edge wellness and beauty solutions" and continually adopt
the latest industry knowledge to ensure that Beauty Lab "remains at the forefront
of the industry."

Please revise your disclosure here and throughout to provide the basis for any
statements, including any relevant metrics, regarding your competitive position and
comparisons between your products and services and those of your competitors. Refer
to Item 4.B.7. of Form 20-F.
19.We note your reference to certain professional certifications, training and
memberships held by your TCM practitioners. Please briefly disclose the context
surrounding such professional qualifications, including the relevance and criteria for
each so that investors understand their significance. For example, disclose whether the
certifications referenced are required or preferred in order for your practitioners to
provide your products and services.
Our Growth Strategies, page 82
Here and elsewhere throughout the registration statement, please revise all statements
inappropriately drafted in the present tense, qualify conclusory "will" statements to
clarify those aspects of your business plan and strategy that are currently aspirational,
and clearly indicate when you are stating management's beliefs. For instance, please 20.

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note the following non-exhaustive examples:
•"To maximize our organic visibility, we will consistently optimize our website
and content to enhance search engine rankings, thereby increasing our online
visibility and reach."
•"These strategies will enable us to efficiently acquire new customers and achieve
sustainable revenue growth in line with our business objectives."
•"Additionally, we will leverage e-commerce platforms to expand global sales
channels and enhance brand recognition in international markets;"
•"Additionally, partnering with research institutions or universities to drive
technological research and innovation will enhance product competitiveness and
market appeal;"
•"Continuous technological innovation will enable us to meet customers’ demands
for high -quality beauty products and services."
•"We continuously optimize and improve our services through regular collection
and analysis of customer feedback, ensuring customer satisfaction and loyalty."
Intellectual Property, page 93
21.Please clarify which of your products are covered by the the Exclusive Patent
Licensing Agreement and disclose the term of the agreement.
Awards and Recognitions, page 94
22.We note your reference to certain awards in respect of your business in the table on
page 94. Please either briefly disclose the context surrounding such awards, including
the criteria for selection for each award so that investors understand the significance
of the award, or otherwise remove references to these awards in all places in which
they appear.
Insurance, page 95
23.Consistent with your disclosure on page 28, please revise this section to disclose that
you do not carry product liability insurance, or otherwise advise.
Management, page 103
Based on your Management disclosures beginning on page 103, we note that your
executive officers appear to have outside management or other positions or
memberships with other companies or organizations, and may allocate time to these
other companies or organizations. Please revise your disclosure as follows:
•Revise the biographical information for Ms. Kit Wong and Ms. Ching Man
Cheung to disclose what type of business Smooth is and what the acronym
"HKICPA" stands for, respectively.
Include an appropriately captioned risk factor to discuss, if true, that certain
executive officers serve in their positions on a part-time basis and/or otherwise
clarify the number of hours they have agreed to dedicate to the business affairs of
your company.  To the extent material, please also identify and describe any
potential conflicts of interest that exist, or may exist, as a result of your executive •24.

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officers' outside business relationships.
25.Please revise the disclosure pertaining to independent director nominee Shu Tai
Victor Yu to clearly indicate his business experience for the past five years, as
required by Item 401(e) of Regulation S-K. In this regard, we note that the description
of his principal occupations and employment are not disclosed beyond 2012. In
addition, for each director, brie