SecProbe.io

CORRESP
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 CELLYAN BIOTECHNOLOGY CO., LTD

 Room B1, 5/F., Well Town Industrial Building,

 13 Ko Fai Road, Yau Tong, Kowloon

 Hong Kong

 +852 2618-9289

 April 6, 2026

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Kate Beukenkamp

 Re:
 Cellyan Biotechnology Co., Ltd

 Registration Statement on Form F-1

 Filed March 27, 2026

 File No. 333-294685

 Dear Ms. Beukenkamp:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, Cellyan Biotechnology Co., Ltd hereby requests acceleration of effectiveness
of the above referenced Registration Statement on Form F-1 (File No. 333-294685) so that it will become effective at 5:00 p.m. ET on Wednesday,
April 8, 2026, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Chenyu Liang

 Chenyu Liang

 Chief Executive Officer and Director

 cc:
 McLaughlin & Stern, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           April 2, 2026

Chinyu Liang
Chief Executive Officer
Cellyan Biotechnology Co., Ltd
Room B1, 5/F., Well Town Industrial Building
13 Ko Fai Road, Yau Tong, Kowloon
Hong Kong

       Re: Cellyan Biotechnology Co., Ltd
           Registration Statement on Form F-1
           Filed March 27, 2026
           File No. 333-294685
Dear Chinyu Liang:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Kate Beukenkamp at 202-551-3861 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services
cc:    Zhaocong "Richard" Xu
</TEXT>
</DOCUMENT>

CORRESP
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Bancroft Capital, LLC

501 Office Center Drive, Suite 130

Fort Washington, PA 19034

December 20, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Nasreen Mohammed, and Suying Li

    Re:
    Hong Kong Pharma Digital Technology Holdings Limited (CIK No. 0002007702)

    Registration Statement on Form F-1, as
amended (File No.  333-282876)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and
the other underwriters, hereby join in the request of Hong Kong Pharma Digital Technology Holdings Limited that the effective date of
the above-referenced registration statement be accelerated so as to permit it to become effective at 4:30 p.m., Eastern Time, on December
20, 2024 or as soon thereafter as practicable.

Pursuant to 460 under the
Act, we wish to advise you that the underwriters will distribute as many copies of the preliminary prospectus dated December 10, 2024
to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of such preliminary prospectus.

The undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Bancroft Capital, LLC

    By:
    /s/ Jason Diamond

    Name:
    Jason Diamond

    Title:
    Head of Investment Banking

CORRESP
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December 20, 2024

VIA EDGAR

    To:
    Ms. Rucha Pandit

    Ms. Mara Ransom

    Ms. Nasreen Mohammed

    Ms. Suying Li

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Re:
    Hong Kong Pharma Digital Technology Holdings Limited

    Registration Statement on Form F-1

    File No.: 333-282876

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Hong Kong Pharma Digital Technology Holdings Limited (the “Company”) hereby requests acceleration of
effectiveness of the above referenced Registration Statement so that it will become effective at 4:30 p.m. Eastern Time on December 20,
2024, or as soon as thereafter practicable.

Please contact Kevin (Qixiang) Sun of Bevilacqua
PLLC, counsel to the Company, at (202) 869-0888, ext. 101, to provide notice of effectiveness, or if you have any questions or concerns
regarding the foregoing. We appreciate your assistance in this matter. The Company understands that the representative of the underwriters,
on behalf of the prospective underwriters of the offering, has joined in this request in a separate letter filed with the Securities and
Exchange Commission today.

    Very truly yours,

    Hong Kong Pharma Digital Technology Holdings Limited

    /s/ Lap Sun Wong

    By:
    Lap Sun Wong

    Title:
    Chief Executive Officer

CORRESP
1
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E:
Kevin@bevilacquapllc.com

T:
202.869.0888

W:
bevilacquapllc.com

December
10, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attn:
Nasreen Mohammed, Suying Li, Rucha Pandit, Mara Ransom

    Re:
    Hong Kong Pharma Digital Technology Holdings Ltd

    Amendment No. 1 to Registration Statement on Form F-1

    Filed November 21, 2024

    File No. 333-282876

Ladies
and Gentlemen:

We
hereby submit the responses of Hong Kong Pharma Digital Technology Holdings Limited (the “Company”) to the comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated
December 3, 2024, providing the Staff’s comments with respect to Amendment No.1 to Registration Statement on Form F-1 of the Company.
Concurrently with the submission of this letter, the Company is submitting Amendment No. 3 to the Registration Statement on Form F-1
(the “Amendment No. 3”) via EDGAR with the Commission.

For
the convenience of the Staff, each of the Staff’s comments is included followed by the corresponding response of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.

Amendment
No. 1 to Registration Statement on Form F-1

Cover
Page

    1.
    We
    note your disclosure that your CEO, Mr. Lap Sun Wong, will be your controlling stockholder. Please revise to state, if true, that
    the controlling stockholder will have the ability to determine certain matters requiring approval by stockholders, including the
    election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control,
    merger, consolidation, or sale of assets. Please make conforming revisions wherever you discuss your controlling stockholder.

Response:
In response to the Staff’s comment, we respectfully advise the Staff that we have updated the cover page to disclose that
“Mr. Lap Sun Wong will continue to be able to control our management and matters requiring an ordinary resolution of
shareholders, including the appointment and removal of directors and approval of significant corporate transactions such as a change
in control, merger, consolidation or sale of assets. However, our controlling shareholder, Mr. Lap Sun Wong, will not have the
ability to determine matters requiring a special resolution of shareholders such as amending our memorandum and articles of
association.” We also made conforming revisions by adding a risk factor “Our
Chief Executive Officer and Chairman, Mr. Lap Sun Wong, will continue to hold a majority of the voting power of the Company’s
outstanding share capital after this offering, which will limit or preclude your ability to influence corporate matters.”

General

    2.
    We
    note that slide 13 of your Free Writing Prospectus, filed November 22, 2024, states that since mid-September, you have added over
    20% of your warehouse footage since by leasing a new facility. To the extent that this development has materially affected your business,
    please revise your registration statement to clearly state as much. Additionally, please revise to identify the material terms of
    any agreements associated with the new lease and 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) of Regulation S-K.

Response:
In response to the Staff’s comment, we respectfully advise the Staff that we have disclosed this new facility as well as material
terms of the tenancy agreement associated with this new facility under the section titled “Business—Facilities” on
page 82. We also filed the tenancy agreement as Exhibit 10.7 to the Amendment No. 3.

1050
Connecticut Ave., NW, Suite 500

Washington,
DC 20036

    PG.
    2

If
you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please
contact Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101) or Lap Sun Wong, Chief Executive Officer of Hong Kong Pharma Digital
Technology Holdings Limited at +852 2618-9289.

    Sincerely,

    /s/ Kevin
    Sun

    Kevin Sun, Esq.

    Bevilacqua PLLC

    cc:
    Lap Sun Wong, Hong Kong
    Pharma Digital Technology Holdings Limited

December 3, 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
Amendment No. 1 to Registration Statement on Form F-1
Filed November 21, 2024
File No. 333-282876
Dear Lap Sun Wong:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 8, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1.We note your disclosure that your CEO, Mr. Lap Sun Wong, will be your controlling
stockholder. Please revise to state, if true, that the controlling stockholder will have
the ability to determine certain matters requiring approval by stockholders, including
the election of directors, amendment of organizational documents, and approval of
major corporate transactions, such as a change in control, merger, consolidation, or
sale of assets. Please make conforming revisions wherever you discuss your
controlling stockholder.

December 3, 2024
Page 2
General
2.We note that slide 13 of your Free Writing Prospectus, filed November 22, 2024,
states that since mid-September, you have added over 20% of your warehouse footage
since by leasing a new facility. To the extent that this development has materially
affected your business, please revise your registration statement to clearly state as
much. Additionally, please revise to identify the material terms of any agreements
associated with the new lease and 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) of Regulation S-K.
            Please contact Nasreen Mohammed at 202-551-3773 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rucha Pandit at 202-551-6022 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Kevin Sun

CORRESP
1
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E: Kevin@bevilacquapllc.com

T: 202.869.0888

W: bevilacquapllc.com

November
20, 2024

VIA
EDGAR

U.S. Securities
and Exchange Commission

100 F Street,
NE

Washington,
D.C. 20549

Attn: Nasreen
Mohammed, Suying Li, Rucha Pandit, Mara Ransom

    Re:
    Hong
    Kong Pharma Digital Technology Holdings Ltd

    Registration
    Statement on Form F-1

    Filed
    October 29, 2024

    File
    No. 333-282876

Ladies
and Gentlemen:

We
hereby submit the responses of Hong Kong Pharma Digital Technology Holdings Limited (the “Company”) to the comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated
November 8, 2024, providing the Staff’s comments with respect to the Company’s registration statement on Form F-1. Concurrently
with the submission of this letter, the Company is submitting Amendment No. 1 to the Registration Statement on Form F-1 (the “Registration
Statement”) via EDGAR with the Commission.

For
the convenience of the Staff, each of the Staff’s comments is included followed by the corresponding response of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.

Registration
Statement on Form F-1

Dilution,
page 52

    1.
    You disclose that your
    pro forma net tangible book value as of March 31, 2024 would have been $4,178,515. Please provide us with your calculation of this
    amount.

Response:
In response to the Staff’s comment, we respectfully advise the Staff that the pro forma net tangible book value should be $5,438,590,
which is illustrated as below:

    Net book value as of March 31, 2024
    $ 4,253,659

    Add: Subscription received after March 31,
    2024 for Class B Redeemable Ordinary Shares
      300,000

    Add: Net proceeds from IPO
      2,907,282

    Deferred IPO cost
      (1,260,075 )

    Pro forma net book value as of March 31, 2024
      6,200,866

    Less: “Intangible assets” per balance
    sheet
      (31,825 )

    Less: “Right-of-use
    assets” per balance sheet
      (730,451 )

    Pro forma net tangible assets as of March
    31, 2024
      5,438,590

We
have revised the pro forma net tangible book value and other related numbers in the “Dilution” section and elsewhere.

Principal
and Selling Shareholders, page 96

    2.
    Please revise to disclose
    the nature of any position, office, or other material relationship which any selling shareholder and/or the persons who have control
    over the selling shareholders have had within the past three years with the registrant or any of its predecessors or affiliates.
    Refer to Item 507 of Regulation S-K.

Response:
In response to the Staff’s comment, we respectfully advise the Staff that we have added the disclosure that “Except Mr. Lap
Sun Wong, our founder, Chief Executive Officer and Chairman of the Board, none of the Selling Shareholders, nor any of their affiliates,
officers, directors or principal equity holders, has had any position, office or other material relationship with the Company or any
of its predecessors or affiliates during the past three years” on page 97.

1050 Connecticut
Ave., NW, Suite 500

Washington,
DC 20036

  PG. 2

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact Kevin Sun of Bevilacqua PLLC at (202)
869-0888 (ext. 101) or Lap Sun Wong, Chief Executive Officer of Hong Kong Pharma Digital Technology Holdings Limited at +852 2618-9289.

    Sincerely,

    /s/ Kevin Sun

    Kevin Sun, Esq.

    Bevilacqua PLLC

    cc:
    Lap Sun Wong, Hong Kong Pharma Digital Technology Holdings Limited

November 8, 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
Registration Statement on Form F-1
Filed October 29, 2024
File No. 333-282876
Dear Lap Sun Wong:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Dilution, page 52
1.You disclose that your pro forma net tangible book value as of March 31, 2024 would
have been $4,178,515. Please provide us with your calculation of this amount.
Principal and Selling Shareholders, page 96
2.Please revise to disclose the nature of any position, office, or other material
relationship which any selling shareholder and/or the persons who have control over
the selling shareholders have had within the past three years with the registrant or any
of its predecessors or affiliates. Refer to Item 507 of Regulation S-K.

November 8, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Nasreen Mohammed at 202-551-3773 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rucha Pandit at 202-551-6022 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Kevin Sun

September 30, 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
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted September 23, 2024
CIK No. 0002007702
Dear Lap Sun Wong:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
September 3, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1
Capitalization, page 52
1.We note your response to prior comment 1. Your disclosure in Note 23 indicates that due
to related parties balance as of March 31, 2024 primarily consists of loans from related
parties which appear to be a component of capitalization and indebtedness per Item 3.B of
Form 20-F. Please revise your capitalization disclosure accordingly.

September 30, 2024
Page 2
            Please contact Nasreen Mohammed at 202-551-3773 or Suying Li at 202-551-3335 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Kevin Sun

September 3, 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
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted August 22, 2024
CIK No. 0002007702
Dear Lap Sun Wong:
            We have reviewed your amended 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.
Amendment No. 3 to Draft Registration Statement on Form F-1
Capitalization, page 52
1.Please tell us your consideration of including loans from related parties as a component of
your total debt. Refer to Item 3.B of Form 20-F. Please revise to include total debt amount
in your total capitalization calculation.
Dilution, page 53
2.Please revise your historical net tangible book value amount as of March 31, 2024 to
exclude the deferred IPO costs balance.

September 3, 2024
Page 2
            Please contact Nasreen Mohammed at 202-551-3773 or Suying Li at 202-551-3335 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Kevin Sun

United States securities and exchange commission logo
June 6, 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
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 14, 2024
CIK No. 0002007702
Dear Lap Sun Wong:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
April 26, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary
Risks Related to Doing Business in Hong Kong, page 5
1.We note your response to prior comment 5 and reissue it. In this regard, we still note your
statements here and on page 35 that "the legal and operational risks associated with
operations in China may also apply to our operations in Hong Kong (emphasis added)."
Additionally, we note your representation on page 11 that "it is possible that all the legal
and operational risks associated with being based in and having operations in the PRC
also apply to operations in Hong Kong in the future (emphasis added)." Please revise your
disclosure here and elsewhere as appropriate to affirmatively clarify that the legal and

 FirstName LastNameLap Sun Wong
 Comapany NameHong Kong Pharma Digital Technology Holdings Ltd
 June 6, 2024 Page 2
 FirstName LastNameLap Sun Wong
Hong Kong Pharma Digital Technology Holdings Ltd
June 6, 2024
Page 2
operational risks associated with operating in China also apply to operations in Hong
Kong.
Transfer of Cash Through Our Organization, page 10
2.We note your response to prior comment 7. Please revise here to explicitly clarify whether
any dividends, or distributions have been made to U.S. investors to date. In this regard,
although we note your response that "no dividends or distributions have been made by any
of our HK Subsidiaries or Hong Kong Pharma to date, including to any U.S. investors,"
your disclosure is silent on this point.
Risk Factors
Certain customers contributed to a significant percentage of our total revenue . . ., page 23
3.We note your response to prior comment 13 and reissue it in part. Please file your
agreements with CaiNiao as exhibits to the registration statement or, alternatively, tell us
why you believe you are not required to do so. See Item 601(b)(10) of Regulation S-K. In
this regard, we note that you have filed summaries of the material terms of your
agreements rather than filing the agreements themselves.
Compensation of Directors and Officers, page 98
4.Revise to update this discussion for the fiscal year ended March 31, 2024, consistent with
Item 6.B. of Form 20-F. This comment also applies to your related party transaction
disclosure on page 101. Refer to Item 7.B. of Form 20-F.
Consolidated Financial Statements, page F-1
5.Please update your financial statements in accordance with Item 8.A.4 of Form 20-F or
include the representation noted in Instruction 2 to Item 8.A.4 of Form 20-F as an exhibit
to your registration statement.
Note 3 - Significant Accounting Policies
Revenue Recognition , page F-10
6.We note your response to prior comment 22 and reissue the comment in part. Please
discuss your policy for returns, refunds, and other similar obligations. Refer to paragraph
119(d) of IFRS 15.
Note 5 - Key Sources of Estimation Uncertainty
Allowance for expected credit losses, page F-20
7.We note your response to prior comment 23 and reissue the comment in part. You state
that “in general, if a receivable’s ageing is more than 1 year, it is very possible to be
uncollectable or with certain disputes. As such, the management will examine all balances
longer than 1 year and distinguish which are in special events to be not collectable.”
Please explain how your policy complies with the current expected credit loss model in

 FirstName LastNameLap Sun Wong
 Comapany NameHong Kong Pharma Digital Technology Holdings Ltd
 June 6, 2024 Page 3
 FirstName LastName
Lap Sun Wong
Hong Kong Pharma Digital Technology Holdings Ltd
June 6, 2024
Page 3
IFRS 9, where it is not necessary for a credit event to have occurred before credit losses
are recorded. Please discuss the judgements, assumptions and estimates utilized
in determining the expected credit loss for each period.
            Please contact Nasreen Mohammed at 202-551-3773 or Suying Li at 202-551-3335 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Kevin Sun

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

 FirstName LastNameLap Sun Wong
 Comapany NameHong Kong Pharma Digital Technology Holdings Ltd
 April 26, 2024 Page 2
 FirstName LastNameLap Sun Wong
Hong Kong Pharma Digital Technology Holdings Ltd
April 26, 2024
Page 2
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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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

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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
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 April 26, 2024 Page 5
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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
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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