SecProbe.io

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 pavs_corresp.htm Paranovus Entertainment Technology Ltd. December 1, 2025 Via Edgar Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Paranovus Entertainment Technology Ltd. Registration Statement on Form F-3 Filed on November 25, 2025 File No. 333-291788 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Paranovus Entertainment Technology Ltd. hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”), be accelerated to and that the Registration Statement becomes effective at 4:30 p.m., Eastern Time, on December 3, 2025, or as soon thereafter as practicable. Very truly yours, Paranovus Entertainment Technology Ltd. By: /s/ Xiaoyue Zhang Name: Xiaoyue Zhang Title: Chief Executive Officer

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wordproof.docParanovus Entertainment Technology Ltd.

 September 25, 2024

 Via Edgar

 Division of Corporation Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

     Attention:

   Mitchell Austin

     Re:

   Paranovus Entertainment Technology Ltd.

   Registration Statement on Form F-3

   Filed on September 13, 2024

   File No. 333-282103

 Dear Mitchell Austin:

 In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Paranovus Entertainment Technology Ltd. hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”), be accelerated to and that the Registration Statement becomes effective at 5:00 p.m., Eastern Time, on September 27, 2024, or as soon thereafter as practicable.

   Very truly yours,

   Paranovus Entertainment Technology Ltd.

   By:

   /s/ Xiaoyue Zhang

     Name:

    Xiaoyue Zhang

   Title:

   Chief Executive Officer

September 23, 2024
Xiaoyue Zhang
Chief Executive Officer
Paranovus Entertainment Technology Ltd.
250 Park Avenue, 7th Floor
New York, NY 10177
Re:Paranovus Entertainment Technology Ltd.
Registration Statement on Form F-3
Filed September 13, 2024
File No. 333-282103
Dear Xiaoyue Zhang:
            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 Mitchell Austin at 202-551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Joan Wu

United States securities and exchange commission logo
April 17, 2023
Xuezhu Wang
Chief Executive Officer
Paranovus Entertainment Technology Ltd.
No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City
Fujian Province, People’s Republic of China
Re:Paranovus Entertainment Technology Ltd.
Annual Report on Form 20-F for the Fiscal Year Ended March 31, 2022
Filed August 15, 2022
File No. 001-39098
Dear Xuezhu Wang:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joan Wu, Esq.

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Happiness Development Group Limited

No. 11, Dongjiao East Road, Shuangxi, Shunchang,
Nanping City

Fujian Province, People’s Republic of China

February 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Daniel Crawford

    Alan Campbell

    Vanessa Robertson

    Kevin Vaughn

    Re:

    Happiness Development Group Limited

    Annual Report on Form 20-F for the Fiscal Year Ended March 31, 2022

    Response dated February 8, 2023

    File No. 001-39098

Ladies and Gentlemen:

Happiness Development Group Limited
(the “Company”, “HAPP,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated February 14, 2023 regarding our Form 20-F for fiscal year ended March 31, 2022. For ease
of reference, we have repeated the Commission’s comments in this response and numbered them accordingly.

Correspondence dated February 8, 2023

Part I

Item 4. Information on
the Company

B. Business Overview,
page 9

    1.
    We note your response to comment 8 and reissue in part. Please revise your proposed disclosure to explain why you believe you and your PRC subsidiaries are not required to obtain permission or approval for the listing or trading of Class A ordinary shares in foreign stock exchanges from the CSRC.

Response: In response
to the Staff’s comment, we respectfully propose to revise the referenced disclosure as shown below (revisions in italic). We will
file a consent letter from our PRC counsel as exhibit 15.1 to the Amendment to Form 20-F.

We propose to revise the
disclosures at the onset of Item 4. Information on the Company—B. Business Overview as follows:

“Permissions
or Approval Required from the PRC Authorities for Our Operations and Listing

Furthermore, as advised by our PRC legal
counsel, Allbright Law Offices, we and our PRC subsidiaries are not required to obtain permission or approval for the listing or trading
of Class A ordinary shares in foreign stock exchanges from the PRC authorities including the CSRC or the CAC, or any other PRC governmental
authorities. As of the date of this annual report, we or our subsidiaries have not received any inquiry, notice, warning, sanctions or
regulatory objection to our listing on Nasdaq from the CSRC or other PRC governmental authorities. However, there remains significant
uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings
and other capital markets activities.

We are aware, however, that recently the
PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice,
including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas
using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts
in anti-monopoly enforcement.

On December 24, 2021, the CSRC issued Provisions
of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the
“Administration Provisions”), and the Administration Measures for the Filing of Overseas Securities Offering and Listing by
Domestic Companies (Draft for Comments) (the “Measures”), which were opened for public comments until January 23, 2022.”

On February 17, 2023, the CSRC promulgated
the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”),
which will take effect on March 31, 2023. The Trial Measures clarified and emphasized several aspects, which include but are not limited
to: (1) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” in compliance
with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures
under the Trial Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue,
total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting
year is accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland
China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management
are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate filing requirements for issuers that a) have
already been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date
of the Trial Measures, and b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority
or the overseas stock exchange, c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided
however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances
that require filing with the CSRC; (3) a negative list of types of issuers banned from listing or offering overseas, such as (a) issuers
whose listing or offering overseas have been recognized by the State Council of the PRC as possible threats to national security, (b)
issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and
(d) issuers under major disputes regarding equity ownership; (4) issuers’ compliance with web security, data security, and other
national security laws and regulations; (5) issuers’ filing and reporting obligations, such as obligation to file with the CSRC
after it submits an application for initial public offering to overseas regulators, and obligation after offering or listing overseas
to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer; and (6) the CSRC’s
authority to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial Measures, including
failure to comply with filing obligations or committing fraud and misrepresentation.

Pursuant to the PRC Cybersecurity Law, which
was promulgated by the SCNPC on November 7, 2016 and took effect on June 1, 2017, personal information and important data collected and
generated by a critical information infrastructure operator in the course of its operations in China must be stored in China, and if a
critical information infrastructure operator purchases internet products and services that affects or may affect national security, it
should be subject to cybersecurity review by the CAC. Due to the lack of further interpretations, the exact scope of “critical information
infrastructure operator” remains unclear. On December 28, 2021, the CAC and other relevant PRC governmental authorities jointly
promulgated the Cybersecurity Review Measures (the “new Cybersecurity Review Measures”) to replace the original Cybersecurity
Review Measures. The new Cybersecurity Review Measures took effect on February 15, 2022. Pursuant to the new Cybersecurity Review Measures,
if critical information infrastructure operators purchase network products and services, or network platform operators conduct data processing
activities that affect or may affect national security, they will be subject to cybersecurity review. A network platform operator holding
more than one million users/users’ individual information also shall be subject to cybersecurity review before listing abroad. The
cybersecurity review will evaluate, among others, the risk of critical information infrastructure, core data, important data, or a large
amount of personal information being influenced, controlled or maliciously used by foreign governments and risk of network data security
after going public overseas. As of the date of this annual report, as advised by our PRC counsel, Allbright Law Offices, we do
not expect to be subject to cybersecurity review because: (i) we are not an operator of critical information infrastructure, and (ii)
we are not an online platform operator who possesses personal information of more than one million users.”

    2

We propose to revise the
risk factor “The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with an
offering under PRC rules, regulations, or policies, and, if required, we cannot predict whether or how soon we will be able to obtain
such approval. As a result, both you and us fact uncertainty about future actions by the PRC government that could significantly affect
our business, our listing on Nasdaq, financial condition and results of operations” as follows:

The approval of the China Securities
Regulatory Commission, or the CSRC, may be required in connection with an offering under PRC rules, regulations, or policies, and, if
required, we cannot predict whether or how soon we will be able to obtain such approval. As a result, both you and us fact uncertainty
about future actions by the PRC government that could significantly affect our business, our listing on Nasdaq, financial condition and
results of operations.

As of the date of this annual report, as
advised by our PRC counsel, Allbright Law Offices, we and our subsidiaries, (1) are currently not required to obtain permissions from
any PRC authorities to list or trade our Ordinary Shares in foreign stock exchanges which took place before March 31, 2023, (2) are not
subject to permission requirements from the CSRC, CAC or any other entity that is required to approve of our PRC subsidiaries’ operations,
and (3) have not received or were denied such permissions by any PRC authorities. Nevertheless, the General Office of the Central Committee
of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down
on Illegal Securities Activities According to Law,” or the Opinions, which were made available to the public on July 6, 2021. The
Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision
over overseas listings by Chinese companies. Given the current PRC regulatory environment, it is uncertain when and whether we or our
PRC subsidiaries, will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when
such permission is obtained, whether it will be denied or rescinded. We have been closely monitoring regulatory developments in China
regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings. As of the date of
this annual report, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC
or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation
of regulatory requirements related to overseas securities offerings and other capital markets activities.

On February 17, 2023, the CSRC promulgated
the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”),
which will take effect on March 31, 2023. The Trial Measures clarified and emphasized several aspects, which include but are not limited
to: (1) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” in compliance
with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures
under the Trial Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue,
total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting
year is accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland
China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management
are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate filing requirements for issuers that a) have
already been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date
of the Trial Measures, and b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority
or the overseas stock exchange, c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided
however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances
that require filing with the CSRC; (3) a negative list of types of issuers banned from listing or offering overseas, such as (a) issuers
whose listing or offering overseas have been recognized by the State Council of the PRC as possible threats to national security, (b)
issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and
(d) issuers under major disputes regarding equity ownership; (4) issuers’ compliance with web security, data security, and other
national security laws and regulations; (5) issuers’ filing and reporting obligations, such as obligation to file with the CSRC
after it submits an application for initial public offering to overseas regulators, and obligation after offering or listing overseas
to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer; and (6) the CSRC’s
authority to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial Measures, including
failure to comply with filing obligations or committing fraud and misrepresentation.

    3

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu, Esq. at jwu@htflawyers.com or by
telephone at (212) 530-2208.

    Very truly yours,

    /s/ Xuezhu Wang

    Xuezhu Wang

    Chief Executive Officer

    cc:
    Joan Wu, Esq.

    Hunter Taubman Fischer & Li LLC

4

United States securities and exchange commission logo
February 14, 2023
Xuezhu Wang
Chief Executive Officer
Happiness Development Group Limited
No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City
Fujian Province, People’s Republic of China
Re:Happiness Development Group Limited
Annual Report on Form 20-F for the Fiscal Year Ended March 31, 2022
Response dated February 8, 2023
File No. 001-39098
Dear Xuezhu Wang:
            We have reviewed your February 8, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
February 2, 2023 letter.
Correspondence dated February 8, 2023
Part I
Item 4. Information on the Company
B. Business Overview, page 9
1.We note your response to comment 8 and reissue in part. Please revise your proposed
disclosure to explain why you believe you and your PRC subsidiaries are not required to
obtain permission or approval for the listing or trading of Class A ordinary shares in
foreign stock exchanges from the CSRC.

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Development Group Limited
 February 14, 2023 Page 2
 FirstName LastName
Xuezhu Wang
Happiness Development Group Limited
February 14, 2023
Page 2
            You may contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at 202-551-
3494 if you have questions regarding comments on the financial statements and related
matters.  Please contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-
4224 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joan Wu, Esq.

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Happiness Development Group Limited

No. 11, Dongjiao East Road, Shuangxi, Shunchang,
Nanping City

Fujian Province, People’s Republic of
China

February 8, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Daniel Crawford

    Alan Campbell

    Vanessa Robertson

    Kevin Vaughn

    Re:

    Happiness Development Group Limited

    Annual Report on Form 20-F for the Fiscal Year Ended March 31, 2022

    Filed August 15, 2022

    File No. 001-39098

Ladies and Gentlemen:

Happiness Development Group
Limited (the “Company”, “HAPP,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated February 2, 2023 regarding our Form 20-F for fiscal year ended March 31, 2022. For ease of
reference, we have repeated the Commission’s comments in this response and numbered them accordingly.

Form 20-F for the Fiscal Year Ended March 31, 2022

Introduction, page ii

    1.
    We note that your definition of “China” or “PRC” specifically excludes Hong Kong and Macau. Please revise the definition of “China” or the “PRC” to include Hong Kong and Macau and clarify that the only time that “PRC” or “China” does not include Hong Kong or Macau is when you reference specific laws and regulations adopted by the PRC. Additionally, clarify that the “legal and operational” risks associated with operating in China also apply to operations in Hong Kong and Macau, if applicable. Lastly, discuss any commensurate laws and regulations in Hong Kong and Macau, where applicable throughout your filing, and the risks and consequences to you associated with those laws and regulations.

Response: In response
to the Staff’s comment, we propose to revise the definition of “China” or the “PRC” as follows:

    ●
    “China” or the “PRC” refers to the People’s Republic of China, including Hong Kong Special Administrative Region and the Macau Special Administrative Region, unless referencing specific laws and regulations adopted by the PRC and other legal or tax matters only applicable to mainland China, and excluding, for the purposes of this annual report only, Taiwan; “PRC subsidiaries” and “PRC entities” refer to entities established in accordance with PRC laws and regulations;

We respectfully advise
the Staff that the Company has only one wholly owned subsidiary, Happiness Biology Technology Group Limited, organized under the laws
of Hong Kong, which has not been engaged in any active business other than acting as holding company, and that the Company does not have
any subsidiary or consolidated variable interest entity that is organized under the laws of Macau or operates in Macau. In addition, as
the definition of “China” or the “PRC” will be revised to include Hong Kong and Macau, given that the Company
does not have any operations in Hong Kong or Macau, we do not think it is necessary to emphasize that the legal and operational risks
associated with operating in China also apply to operations in Hong Kong and Macau.

    1

We propose to revise
the following risk factor “Certain judgments obtained against us by our shareholders may not be enforceable”
on page 21 (revisions in italic):

Certain
judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman
Islands company and substantially all of our assets are located outside of the United States. Substantially all of our current operations
are conducted in China. In addition, most of our current directors and officers are nationals and residents of countries other than the
United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult
or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that
your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action
of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets
of our directors and officers.

It may also
be difficult for our shareholders to effect service of process upon us or those persons inside mainland China. As advised by our PRC legal
counsel, China currently does not have treaties providing for the reciprocal recognition and enforcement of court judgments with the Cayman
Islands, United States and many other countries and regions. Therefore, with respect to matters that are not subject to a binding arbitration
provision, it may be difficult or impossible to recognize and enforce judgments of any of those non-PRC jurisdictions in a China court.

In addition,
judgment of United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing
for reciprocal enforcement of foreign judgments between Hong Kong and the United States. There is uncertainty as to whether the courts
of Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated
upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original
actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state
in the United States. A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced
in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking
summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (i) for a debt or
a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (ii)
final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong
if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement
or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent;
or (e) the judgment was in conflict with a prior Hong Kong judgment. Hong Kong has no arrangement for the reciprocal enforcement of judgments
with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for
enforcement, of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United
States or the securities laws of any State or territory within the United States.

    2.
    We note you state references to Happiness Development Group Limited include consolidated variable interest entities here but we did not note any such entities disclosed in this filing. Please revise or otherwise advise.

Response: We respectfully
advise the Staff that the Company does not have any consolidated variable interest entity. We propose to revise the references as set
forth in our response to Comment 6 below.

    2

Part I

Item 4. Information
on the Company

B. Business Overview,
page 27

    3.
    Please revise to move the diagram of your corporate structure to the beginning of your Business Overview section.

Response: We propose
to revise the diagram of the corporate structure as follows and move it to the History and Development of the Company section:

The following chart illustrates
our corporate structure, showing the Company’s principal subsidiaries as of February 7, 2023, together with the jurisdiction of
incorporation of each company and the percentage of voting securities beneficially owned, controlled or directed, directly or indirectly,
by the Company.

*unless otherwise
indicated, the percentage of the voting power is 100% in the chart above.

In addition, we propose
revise the disclosures in Item 4. Information on the Company—C. Organizational Structure as follows: See—“A. History
and Development of the Company.”

    4.
    Provide prominent disclosure about the legal and operational risks associated with being based in or having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities or 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. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

Response: In response
to the Staff’s comment, we propose to add the following disclosures at the onset of Item 4. Information on the Company—B.
Business Overview.

Overview
of our Company

We are a holding company with no material operations of our
own. We conduct our operations through our subsidiaries in China.

    3

We face various legal and operational
risks and uncertainties related to doing business in China that could result in a material change in our operations and/or the value of
our securities. Substantially all of our current business operations are conducted in China, and we are subject to complex and evolving
PRC laws and regulations. The PRC government has recently issued statements and conducted regulatory actions relating to areas such as
approvals, filings or other administrative requirements on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity
and data privacy. The PRC government’s significant authority in regulating our operations and its oversight and control over offerings
conducted overseas by, and foreign investment in, China-based issuers could significantly limit our and our PRC subsidiaries’ ability
to conduct business and/or significantly limit or completely hinder our ability to offer or continue to offer securities to investors,
accept foreign investments or list on a United States or other foreign exchange, or cause the value of our securities to significantly
decline or be worthless. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business
in China.”

For example, the recently promulgated
Data Security Law and the Personal Information Protection Law in 2021 posed additional challenges to our cybersecurity and data privacy
compliance. The new Cybersecurity Review Measures issued by the Cyberspace Administration of China, or the CAC and several other PRC governmental
authorities in December 2021, as well as the Regulations on the Network Data Security (Draft for Comments), or the Draft Regulations,
published by the CAC for public comments in November 2021, imposed potential additional restrictions on China-based overseas-listed companies
like us. If future implementing rules of the new Cybersecurity Review Measures and the enacted version of the Draft Regulations mandate
clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether these
additional procedures can be completed by us timely, or at all, which may subject us to government enforcement actions and investigations,
fines, penalties, or suspension of our non-compliant operations, and materially and adversely affect our business and results of operations
and the price of our ordinary shares. For additional details, see “Item 3. Key Information—Risk Factors—Risks Related
to Doing Business in China.”

In addition, on December 24, 2021, the
China Securities Regulatory Commission, or the CSRC, released a draft of the Provisions of the State Council on the Administration of
Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Draft Provisions, and the CSRC issued a draft
of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the
Draft Administration Measures, for public comments. According to the Draft Provisions and the Draft Administration Measures, an overseas
offering and listing by a domestic company, whether directly or indirectly, shall be filed with the CSRC. As of the date of this annual
report, the Draft Provisions and the Draft Administration Measures were released for public comment only. There are uncertainties as to
whether the Draft Provisions and the Draft Administration Measures would be further amended, revised or updated. Substantial uncertainties
exist with respect to the enactment timetable and final content of the Draft Provisions and the Draft Administration Measures. However,
assuming the Draft Provisions and the Draft Administration Measures were to be adopted as-is, if we fail to obtain the relevant approval
or complete other review or filing procedures for any future offshore offering or listing, the operations of our PRC subsidiaries may
face sanctions by the CSRC or other PRC regulatory authorities, which may include a warning and a fine between RMB1 million to RMB10 million.
In serious circumstances, our PRC subsidiaries may be ordered to suspend their businesses or suspend their businesses pending rectification,
or their permits or business licenses may be revoked, each of which could have a material and adverse effect on our business, financial
condition, results of operations, reputation and prospects, as well as the trading price of our ordinary shares. See “Item 3. Key
Information—D. Risk Factors—Risks Related to Doing Business in China.”

Furthermore, the PRC regulators have
promulgated new anti-monopoly and competition laws and regulations and strengthened the enforcement under these laws and regulations.
There remain uncertainties as to how the laws, regulations and guidelines recently promulgated will be implemented and whether these laws,
regulations and guidelines will have a material impact on our business, financial condition, results of operations and prospects. We cannot
assure you that our business operations comply with such regulations and authorities’ requirements in all respects. If any non-compliance
is raised by relevant authorities and determined against us, we may be subject to fines and other penalties.

Risks and uncertainties arising from
the legal system in China, including the above-mentioned risks and uncertainties regarding the enforcement of laws and quickly evolving
rules and regulations in China, could result in a material adverse change in our operations and the value of our ordinary shares. For
more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.”

    4

Our Class A ordinary shares may be prohibited
from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the
“HFCA Act”) if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for
three consecutive years beginning in 2021. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies
Accountable Act (the “AHFCAA”), which, if signed into law, would amend the HFCA Act and require the SEC to prohibit an issuer’s
securities from trading on any U.S. stock exchanges if its auditor is not subject to the PCAOB inspections for two consecutive years instead
of three consecutive years. Pursuant to the HFCA Act

United States securities and exchange commission logo
February 2, 2023
Xuezhu Wang
Chief Executive Officer
Happiness Development Group Limited
No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City
Fujian Province, People’s Republic of China
Re:Happiness Development Group Limited
Annual Report on Form 20-F for the Fiscal Year Ended March 31, 2022
Filed August 15, 2022
File No. 001-39098
Dear Xuezhu Wang:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended March 31, 2022
Introduction, page ii
1.We note that your definition of “China” or “PRC” specifically excludes Hong Kong and
Macau. Please revise the definition of “China” or the “PRC” to include Hong Kong and
Macau and clarify that the only time that "PRC" or "China" does not include Hong Kong
or Macau is when you reference specific laws and regulations adopted by the PRC.
Additionally, clarify that the “legal and operational” risks associated with operating in
China also apply to operations in Hong Kong and Macau, if applicable. Lastly, discuss
any commensurate laws and regulations in Hong Kong and Macau, where applicable
throughout your filing, and the risks and consequences to you associated with those laws
and regulations.
2.We note you state references to Happiness Development Group Limited
include consolidated variable interest entities here but we did not note any such entities
disclosed in this filing. Please revise or otherwise advise.

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Development Group Limited
 February 2, 2023 Page 2
 FirstName LastNameXuezhu Wang
Happiness Development Group Limited
February 2, 2023
Page 2
Part I
Item 4. Information on the Company
B. Business Overview, page 27
3.Please revise to move the diagram of your corporate structure to the beginning of your
Business Overview section.
4.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your securities or 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. Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
data security or anti-monopoly concerns, have or may impact the company’s ability to
conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange.
5.Similar to your existing disclosure starting on page 11, please prominently disclose here
whether your auditor is subject to the determinations announced by the PCAOB on
December 16, 2021 and whether and how the Holding Foreign Companies Accountable
Act and related regulations will affect your company. Disclose here and in your Risk
Factor section that the HFCAA timeline for a potential trading prohibition was shortened
from three years to two years, as part of the "Consolidated Appropriations Act, 2023,"
signed into law on December 29, 2022.
6.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.
7.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings. Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries, and
direction of transfer. Quantify any dividends or distributions that a subsidiary have 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. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries, to the parent company and U.S. investors.
8.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer securities to foreign

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Development Group Limited
 February 2, 2023 Page 3
 FirstName LastName
Xuezhu Wang
Happiness Development Group Limited
February 2, 2023
Page 3
investors. Similar to your Risk Factor section starting on page 13, state whether you or
your subsidiaries are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve your operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future. Revise
where you discuss the CAC to discuss the final new measures that became effective on
February 15, 2022.
            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.
            You may contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at 202-551-
3494 if you have questions regarding comments on the financial statements and related
matters.  Please contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-
4224 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joan Wu, Esq.

United States securities and exchange commission logo
November 18, 2020
Xuezhu Wang
Chief Executive Officer
Happiness Biotech Group Limited
No. 11, Dongjiao East Road
Shuangxi, Shunchang, Nanping City
Fujian Province, P.R.C., 353000
Re:Happiness Biotech Group Limited
Registration Statement on Form F-3
Filed November 12, 2020
File No. 333-250026
Dear Mr. Wang:
            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 Deanna Virginio at 202-551-4530 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joan Wu, Esq.

CORRESP
1
filename1.htm

Happiness
Biotech Group Ltd

No.
11, Dongjiao East Road

Shuangxi,
Shunchang, Nanping City

Fujian
Province, P.R.C.

June
14, 2019

VIA
EDGAR

Mary
Beth Breslin

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Healthcare & Insurance

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

 Re: Happiness
                                         Biotech Group Ltd

Amendment
No. 4 to

Registration
Statement on Form F-1

Filed
June 7, 2019

File
No. 333-230170

Dear
Ms. Breslin:

Happiness
Biotech Group Ltd. (the “Company”, “Happiness,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated June 13, 2019 regarding our Amendment No.4
to Registration Statement on Form F-1 (the “Amendment No. 4”) previously submitted on June 7, 2019. For ease
of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. An amended F-1
submitted publicly accompanying this Response Letter is referred to as Amendment No. 4.

Amendment
No. 4 to Form F-1

Exhibits

1.
We refer to the revised Exhibit 5.1 opinion. As previously noted in our prior comment 3 in our letter dated April 30, 2019,
the restored Section 1.5 assumes material facts related to the valid issuance opinion as it assumes the accuracy and
completeness of all facts and representations made in documents reviewed by counsel. In addition, the second clause of
restored Section 1.7 also contains an inappropriate assumption related to the valid issuance opinion. Please file an amended
opinion that does not contain these assumptions, and which also clearly covers all of the shares being offered by the
Company. Also, please have counsel revise its opinion with respect to the resale shares to opine that they are duly
authorized, legally issued, fully paid and non-assessable, as they are currently outstanding.

Response:
In response to Staff’s comment, we have revised the relevant sections of the Exhibit 5.1 opinion.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.

    Very
    truly yours,

    /s/
    Xuezhu Wang

    Xuezhu
        Wang

        CEO

    cc:
    Joan
    Wu

    Hunter
    Taubman Fischer & Li LLC

June 13, 2019
Xuezhu Wang
Chief Executive Officer
Happiness Biotech Group Ltd
No. 11, Dongjiao East Road
Shuangxi, Shunchang, Nanping City
Fujian Province, P.R.C.
Re:Happiness Biotech Group Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed June 7, 2019
File No. 333-230170
Dear Mr. Wang:
            We have reviewed your amended registration statement and have the following
comment.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 the comment, we may have additional comments.
Amendment No. 4 to Form F-1
Exhibits
1.We refer to the revised Exhibit 5.1 opinion.  As previously noted in our prior comment 3
in our letter dated April 30, 2019, the restored Section 1.5 assumes material facts related
to the valid issuance opinion as it assumes the accuracy and completeness of all facts and
representations made in documents reviewed by counsel.  In addition, the second clause of
restored Section 1.7 also contains an inappropriate assumption related to the valid
issuance opinion.  Please file an amended opinion that does not contain these assumptions,
and which also clearly covers all of the shares being offered by the Company.  Also,
please have counsel revise its opinion with respect to the resale shares to opine that they

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Biotech Group Ltd
 June 13, 2019 Page 2
 FirstName LastName
Xuezhu Wang
Happiness Biotech Group Ltd
June 13, 2019
Page 2
are duly authorized, legally issued, fully paid and non-assessable, as they are currently
outstanding.
            You may contact Bonnie Baynes at 202-551-4924 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Dorrie Yale at 202-551-8776 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Joan Wu, Esq.

CORRESP
1
filename1.htm

Happiness
Biotech Group Ltd

No.
11, Dongjiao East Road

Shuangxi,
Shunchang, Nanping City

Fujian
Province, P.R.C.

May
3, 2019

VIA
EDGAR

Mary
Beth Breslin

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Healthcare & Insurance

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

 Re: Happiness
                                         Biotech Group Ltd

Amendment
No. 2 to

Registration
Statement on Form F-1

Submitted
April 18, 2019

CIK
No. 0001751876

Dear
Ms. Breslin:

Happiness
Biotech Group Ltd. (the “Company”, “Happiness,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated April 30, 2019 regarding our Amendment
No.2 to Registration Statement on Form F-1 (the “Amendment No. 2”) previously submitted on April 18, 2019.
For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. An amended
F-1 submitted publicly accompanying this Response Letter is referred to as Amendment No. 3.

Please
note that new language we are including in Amendment No. 3 pursuant to your comments, is indicated in this letter in bold, italicized
font; any deletions from the initial Registration Statement are indicated in this letter as strikethrough font.

Cover
Page

1.
We note your revised disclosures and response to prior comment 1 that your secondary offering will be delayed by 60 days and
that therefore the primary and secondary offerings will not be concurrent, and that following the 60 days, the selling
shareholder will sell at market or negotiated prices. However, you state that your primary offering is for 120 days, and
could be extended by an additional 60 days. As there is a period of time when the two offerings will be concurrent, please
add a risk factor addressing the possibility that the secondary offering could hinder your ability to raise funds in your
best efforts primary offering. In addition, please restore the risk factor that the prices in the two offerings could differ.
Also revise the cover page and the Selling Shareholder Plan of Distribution to clarify that the selling shareholder may sell
at market or negotiated prices only after there is an established market for your shares, and the fixed price at which the
resales will occur before there is such a market.

Response:
As orally discussed with the Staff, we have revised the disclosures on the cover page and in the relevant risk factor and
the Selling Shareholder Plan of Distribution to indicate the selling shareholder has agreed not to offer or sell any shares until
after the primary offering closes and the Ordinary Share is listed on NASDAQ. As such, the two offering will not be concurrent.
We have restored the risk factor, after relevant revision, stating that the prices in the two offerings could differ on page 19.

Risk
Factors

Our
Memorandum and Articles of Association afford less protection to our shareholders and may discourage claims..., page
13

2.
We note your revision in response to prior comment 3. Please expand to disclose whether the provision in Section 161(2)
applies to federal securities claims under the Securities Exchange Act of 1934 or the Securities Act of 1933.

Response:
In response to Staff’s comment, we have revised the risk factor on page 13.

Exhibits

3.
We acknowledge the revised Exhibit 5.1 opinion filed in response to prior comment 9. However, Section 1.5 continues to assume
material facts related to the valid issuance opinion as it assumes the accuracy and completeness of all facts and
representations made in documents reviewed by counsel. In addition, the newly added Section 1.6 and the second clause of
newly added Section 1.7 also contain inappropriate assumptions related to the valid issuance opinion. Please file an amended
opinion without these assumptions.

Response:
In response to Staff’s comment, we have revised the relevant sections of the Exhibit 5.1 opinion.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.

    Very
    truly yours,

    /s/
    Xuezhu Wang

    Xuezhu
        Wang

        CEO

    cc:
    Joan
    Wu

    Hunter
    Taubman Fischer & Li LLC

April 30, 2019
Xuezhu Wang
Chief Executive Officer
Happiness Biotech Group Ltd
No. 11, Dongjiao East Road
Shuangxi, Shunchang, Nanping City
Fujian Province, P.R.C.
Re:Happiness Biotech Group Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed April 18, 2019
File No. 333-230170
Dear Mr. Wang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 11, 2019 letter.
Amendment No. 2 to Form F-1
Cover Page
1.We note your revised disclosures and response to prior comment 1 that your
secondary offering will be delayed by 60 days and that therefore the primary and
secondary offerings will not be concurrent, and that following the 60 days, the selling
shareholder will sell at market or negotiated prices.  However, you state that your primary
offering is for 120 days, and could be extended by an additional 60 days.  As there is a
period of time when the two offerings will be concurrent, please add a risk factor
addressing the possibility that the secondary offering could hinder your ability to raise
funds in your best efforts primary offering.  In addition, please restore the risk factor that

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Biotech Group Ltd
 April 30, 2019 Page 2
 FirstName LastName
Xuezhu Wang
Happiness Biotech Group Ltd
April 30, 2019
Page 2
the prices in the two offerings could differ.  Also revise the cover page and the Selling
Shareholder Plan of Distribution to clarify that the selling shareholder may sell at market
or negotiated prices only after there is an established market for your shares, and the fixed
price at which the resales will occur before there is such a market.
Risk Factors
Our Memorandum and Articles of Association afford less protection to our shareholders and may
discourage claims..., page 13
2.We note your revision in response to prior comment 3.  Please expand to disclose whether
the provision in Section 161(2) applies to federal securities claims under the Securities
Exchange Act of 1934 or the Securities Act of 1933.
Exhibits
3.We acknowledge the revised Exhibit 5.1 opinion filed in response to prior comment 9.
However, Section 1.5 continues to assume material facts related to the valid issuance
opinion as it assumes the accuracy and completeness of all facts and representations made
in documents reviewed by counsel.  In addition, the newly added Section 1.6 and the
second clause of newly added Section 1.7 also contain inappropriate assumptions related
to the valid issuance opinion. Please file an amended opinion without these assumptions.
            You may contact Bonnie Baynes at 202-551-4924 or Lisa Vanjoske at 202-551-3614
if you have questions regarding comments on the financial statements and related matters.
Please contact Dorrie Yale at 202-551-8776 or Mary Beth Breslin at 202-551-3625 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Joan Wu, Esq.

CORRESP
1
filename1.htm

Happiness Biotech Group Ltd

No. 11, Dongjiao East Road

Shuangxi, Shunchang, Nanping City

Fujian Province, P.R.C.

April 18, 2019

VIA EDGAR

Mary Beth Breslin

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

 Re: Happiness Biotech Group Ltd

Amendment No.1 to

Registration Statement on Form F-1

Submitted March 28, 2019

CIK No. 0001751876

Dear Ms. Breslin:

Happiness Biotech Group
Ltd. (the “Company”, “Happiness,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated April 12, 2019 regarding our Amendment No.1 to Registration Statement on
Form F-1 (the “Amendment No.1”) previously submitted on March 28, 2019. For ease of reference, we have repeated
the Commission’s comments in this response and numbered them accordingly. An amended F-1 submitted publicly accompanying
this Response Letter is referred to as Amendment No.2.

Please note that new
language we are including in Amendment No.2 pursuant to your comments, is indicated in this letter in bold, italicized font; any
deletions from the initial Registration Statement are indicated in this letter as strikethrough font.

Cover Page

1.	We acknowledge your revised disclosures
in response to prior comment 1.	As previously stated, please revise your disclosure to clearly state on the cover page the pricing
information for the secondary offering. In addition, we note the increased size of the secondary offering. Please clarify on the
prospectus cover page and elsewhere as applicable whether any sales in the secondary offering will occur prior to the closing of
the shares to be sold in your initial public offering. If the two offerings will be concurrent, please add a risk factor addressing
the possibility that the secondary offering could hinder your ability to raise funds in your best efforts primary offering.

Response: In response to Staff’s
comment, we have revised the cover page and other sections as applicable to clarify that the selling shareholder will not sell
shares concurrently with the offering and will be subject to a lock-up period of 60 days after the commencement of the first sale.
Because the primary offering and secondary offering will not be concurrent, the secondary offering will not hinder our ability
to raise funds in the primary offering.

2. We
note your revised disclosures continue to reflect a secondary offering in addition to your offering, but that you have deleted
the disclosure regarding proceeds to the selling stockholder. Please restore disclosure relating to the selling stockholder’s net
proceeds as required by Item 501(b)(3) of Regulation S-K.

Response: In response to Staff’s
comment, we have added the disclosure regarding proceeds to the selling stockholder.

Risk Factors

Risks Related to the Offering and
Our Ordinary Shares, page 13

3.	We note that Section 161(2) of
your amended and restated articles provides that shareholders waive any claim they may have against any director on account of
any action taken by the director or the failure of the director to take any action in the performance of his duties, subject to
certain exceptions.	Please add a risk factor disclosing this provision and discussing the related risks, including that this
provision may discourage claims and limit shareholders’ ability to bring claims. Please also disclose whether the provision applies
to federal securities claims under the Securities Exchange Act of 1934 or

Securities Act of 1933.

Response: In response to Staff’s
comment, we added a risk factor disclosing the above referenced provision and it may potentially discourage claims and limit shareholders’
ability to bring claims.

Management’s Discussion and
Analysis of Financial Condition and Results of Operations

Results of Operations, page 42

4. We
note your other products on page 42 represents 15.6% and 14.0% of total sales for the six months ended September 30, 2018 and 2017.
You state on page 43 that the 20.8% increase is mainly due to increases in your protein powder product sales. Please revise to
disaggregate any products within this large product line or tell us why, with quantification, that is not required.

Response: In response to Staff’s
comment, we believe it is not necessary to single out protein powder products as an independent product line because it only accounts
a very small portion of our total revenue. The sales from protein powder products increased from approximately $92,000 for six
months ended September 30, 2017 to approximately $628,000 in the same period of 2018, an increase of approximately $536,000 or
580%. It is true that the sales increase from protein powder products contributed over 60% of the growth of the revenue under the
other products category, but the actual percentage of revenue derived from the sales of the protein powder products is still small
– less than 2%, which is insignificant compared with the percentage of revenue generated by other product lines that we have
been extensively discussed in the MD&A. In fact, we have over 20 products under other products category and none of these products
individually account more than 5% of the total revenues. Therefore, we believe these products do not need to be disaggregated.

Principal Shareholders, page 76

5. We
note your management information now appears to be finalized. Please update your table to reflect beneficial ownership information
for the individuals set forth in the first paragraph on page 76.

Response: In response to Staff’s
comment, we have updated the table on page 76 to include all directors and executive officers.

Underwriting

Lock-Up Agreements, page 104

6. Your
revised disclosures here state that all existing shareholders are subject to a lock-up agreement, but your disclosures in the third
and fourth paragraphs on page 92 state that the agreement applies to directors, officers and beneficial owners of 5% or more of
outstanding shares. Please reconcile your disclosures.

Response: In response to Staff’s
comment, we have revised disclosure on page 104 to clarify that lock-up only applies to directors, officers, the selling shareholder
and beneficial owners of 5% or more of outstanding shares.

    2

Consolidated Financial Statements
for the Six Months ended September 30, 2018

Note 9. Shareholder’s Equity, page
F-43

 7. Regarding the March 4, 2019 subdivision, cancellation and sale of your ordinary shares described on pages F-43 and F-45, please provide the following regarding this change in your capitalization:

 ● tell us why you subdivided your 50,000 shares into
100,000,000 shares and then cancelled 77,223,100 shares,

Response: The subdivision and cancellation
of shares is the legal procedure to essentially effectuate a forward split of the issued and outstanding ordinary shares according
to Cayman Islands corporate laws. For purpose of a forward split of the issued and outstanding ordinary shares from 50,000 to
23,000,000, the Company would have subdivided the then issued and outstanding 50,000 shares into 100,000.000 shares and then cancel
77,000,000 shares. Due to the transfer of 223,100 shares between two shareholders disused, below, the Company cancelled 77,223,100
shares intead.

 ● revise your annual and interim financial statements
to retrospectively reflect the stock	subdivision (split) and cancellation in all periods presented,

Response: We have revised our annual
and interim financial statements to reflect the stock subdivision and cancellation in all periods presented retrospectively.

 ● the details of the 223,100 share sale including
the identity of the purchaser and how the $111.55 par value was derived, and

Response: At the same time of the
forward split, there was a share transfer of 223,100 shares from one individual shareholder (Tan Shuyin) to another (Zhang Hongling).
The nature of the transfer is a gift from the husband to his wife. But instead of transferring the shares directly, the Company
repurchased and cancelled the previous shareholder’s shares and issued the exact same amount of shares to the new shareholder
for $111.55 on a par value basis, which is a common practice to do share transfer in Cayman Islands. Since neither the transferor
nor the transferee held more than 5% of the issued and outstanding, the Company did not disclose their information.

 ● explain to us why the number of weighted average
ordinary shares outstanding in Summary Financial Data on page 8 presents 25,027,678 and 25,000,000 shares for 2018 and 2017, respectively.
The number of shares in Summary Financial Data should agree with that presented in the financial statements or tell us why they
do not.

Response: We have revised the number
of weighted average ordinary shares outstanding in Summary Financial Data on page 8 to agree to the financial statements presented
in the Registration Statement.

    3

Item 7. Recent Sales of Unregistered
Securities, page II-1

8. Please
update your disclosures in this section. We note that your disclosure in this section does not appear to be consistent with information
reflected in your revised Note 9 to your financial statements, and your beneficial ownership and selling shareholder tables.

Response: In response to Staff’s
comment, we have added a new paragraph in Item 7 to describe the stock subdivision and it now agrees to Note 9 to our financial
statements, our beneficial ownership and selling shareholder tables.

Exhibits

9. We
refer to the revised Exhibit 5.1 opinion filed in response to prior comment 6. The revised assumption in Section 1.5 of the opinion
continues to assume material facts related to the valid issuance opinion. Please file an amended opinion without this assumption
or explain why it is necessary and appropriate. Please also note that the opinion should be dated.

Response: In response to Staff’s
comment, we have revised the Section 1.5 of the Exhibit 5.1 opinion and dated the opinion.

10. We note your response to
prior comment 8. Your revised opinion in Sections 2.4 and 2.5 appear to refer to the same governing document. Please tell us
whether the document referenced in the opinion is filed as Exhibit 3.2. If yes, please file an amended version of the
document that is dated. We also note that Exhibit 3.1 is not dated. If Exhibit 3.1 is currently in effect, please file the
dated version. You also disclose on page 78 that as of the date of the prospectus, you have 100 million authorized ordinary
shares. We note that this statement is not consistent with the documents filed as Exhibits 3.1 and 3.2.	Please either
revise the disclosure to correspond to Exhibits 3.1 and 3.2, or file the governing documents that are currently in
effect.

Response: In response to Staff’s
comment, the Cayman counsel has revised Section 2.5 to clarify that it refers to a different document. The current Exhibit 3.1
and Exhibit 3.2 together constitutes the complete amended and restated Memorandum and Articles of Associations, which are the
governing documents to become effective upon closing of this offering.

We thank the Staff for its review of the
foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com
or by telephone at (212) 530-2208.

    Very truly yours,

    /s/ Xuezhu Wang

        Xuezhu Wang

        CEO

    cc:
    Joan Wu

    Hunter Taubman Fischer & Li LLC

4

February 15, 2019
Xuezhu Wang
Chief Executive Officer
Happiness Biotech Group Ltd
No. 11, Dongjiao East Road
Shuangxi, Shunchang, Nanping City
Fujian Province, P.R.C.
Re:Happiness Biotech Group Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted December 31, 2018
CIK No. 0001751876
Dear Mr. Wang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 17, 2018 letter.
Amendment No. 3 to DRS
Cover Page
1.Please revise your registration statement cover page to re-insert the narrative explanation
that corresponds to footnote 2, or advise.
2.We note your revised disclosure in the Underwriting section that Univest Securities will
be your underwriter.  Please revise your prospectus cover page to disclose the underwriter
and the nature of the underwriting arrangement.  Refer to Item 501 of Regulation S-K.

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Biotech Group Ltd
 February 15, 2019 Page 2
 FirstName LastName
Xuezhu Wang
Happiness Biotech Group Ltd
February 15, 2019
Page 2
Prospectus Summary
The Offering, page 7
3.Your revised disclosure on the prospectus cover page and in the Underwriting section
states that the offering may terminate 120 days after the effective date unless extended.
However, your disclosure in the "Offering period" section here and in the Description of
Share Capital state that the offering may terminate 90 days after the effective date.  Please
reconcile your disclosures.
Executive Compensation
Agreements with Named Executive Officers, page 69
4.We acknowledge your response to prior comment 3.  However, the referenced
disclosure appears to relate to Section 7(b) of the agreements.  Please revise, but ensure
that your disclosure corresponds to the agreement provision, or advise.
Description of Share Capital, page 72
5.We acknowledge your response to prior comment 2.  However, as previously noted,
please ensure that your disclosures are updated to be consistent with the articles that will
be in effect following the offering.
Underwriting, page 95
6.You state in your revised disclosure that you will enter into subscription agreements
directly with investors.  Please file a form of the subscription agreement as an exhibit.
            You may contact Bonnie Baynes at 202-551-4924 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Dorrie Yale at 202-551-8776 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Joan Wu

November 7, 2018
Xuezhu Wang
Chief Executive Officer
Happiness Biotech Group Ltd
No. 11, Dongjiao East Road
Shuangxi, Shunchang, Nanping City
Fujian Province, P.R.C.
Re:Happiness Biotech Group Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted October 23, 2018
CIK No. 0001751876
Dear Mr. Wang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment to Draft Registration Statement on Form F-1
Prospectus Summary
Overview, page 1
1.You refer in your revised disclosures in response to prior comment 4 to classic traditional
Chinese medicine works, the Shen Nong Herbal Classic and the Compendium of Materia
Medica.  Please explain whether these texts are accepted by regulatory authorities as
proving the efficacy of traditional Chinese medicine products to treat specified
indications.  If not, with respect to your products that are traditional Chinese medicine

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Biotech Group Ltd
 November 7, 2018 Page 2
 FirstName LastNameXuezhu Wang
Happiness Biotech Group Ltd
November 7, 2018
Page 2
products, please revise to refer to test results or other sources accepted by authorities to
support your statements that certain of your products or herbs are non-toxic or have shown
efficacy in treating certain indications.  Please also revise your disclosure on page 2
regarding Ejiao products to explain what is meant by "nourishing Yin."
2.Please further revise your disclosures in the Summary and in the Business section in
response to prior comment 5 to clarify which of your products (including the new
products you are developing) are considered to be nutraceutical products that are subject
to food industry regulations, and which products are considered to be traditional Chinese
medicine products that are subject to the laws and regulations of the pharmaceutical
industry.  To this end, we note that you also state that nutraceutical products are "not
intended to treat the disease," but you have disclosure both in the Summary and in the
Business sections that certain of your products have shown efficacy in treating certain
indications (e.g., that Ejiao Astragalus Oral Liquid has shown efficacy in reducing
nutritional anemia), and that you have GMP licensing, which is required for a traditional
Chinese medicine manufacturer.
Challenges and Risk Factors Summary, page 4
3.Please expand the last bullet of this section to explain that your brand is not as well-
known outside of Southeastern China.
Dilution, page 34
4.With regard to prior comment 15, please revise to provide the disclosure required by Item
9.E.1 of Form 20-F which is that presented in the example below:
                                                                                                                               Average
                                            Shares Purchased            Total Consideration         Price Per
                                           Number     Percent            Amount     Percent             Share
Existing stockholders             XX           XX                 $   XX            XX                $X.XX
Investors participating            XX           XX                      XX            XX                  X.XX
        in this offering
 Total                                     XX         100%               $   XX           100%              $X.XX

Business
Our Products and Process, page 50
5.We note your revised disclosure in response to prior comment 18 that the efficacy of these
products are stated on their SFDA official approvals based on various tests.  To the extent
that any of these products are considered to be traditional Chinese medicine products,
please expand your disclosure to discuss the tests for which the efficacy determinations
are based, whether you conducted any of such tests or whether you are relying on third
party testing, and your ability to rely on any such third party testing.  Please also state any
serious adverse events such products may produce.

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Biotech Group Ltd
 November 7, 2018 Page 3
 FirstName LastNameXuezhu Wang
Happiness Biotech Group Ltd
November 7, 2018
Page 3
Manufacturing and Quality Control, page 51
6.We refer to your revised disclosures on page 52 in response to prior comment 19 that the
automatic manufacturing processes went into effect in 2017, and that these changes
resulted in reduction of labor costs by up to 80%.  To the extent this change in
manufacturing methods materially affected the amount of income or will have a material
impact on income, please ensure that this is disclosed in your Management's Discussion
and Analysis section. Refer to Item 303 of Regulation S-K.
Research and Development, page 54
7.We refer to your revised disclosure in response to prior comment 21 that potential health
benefits of your new products are still under testing and have not been approved by the
SFDA.  Please expand your disclosure on each of your new products to discuss the testing
that is being conducted or have been completed (including discussion on the formulation
testing, verification of health benefits, and testing related to the production process and
actual production).  Please also expand your disclosures to explain the SFDA approval
process.
Management
Duties of Directors, page 67
8.We note your response to prior comment 25 that you plan to file an amended and restated
Memorandum and Articles of Association. Your disclosure on page 70 indicates that the
filing of such document would occur after the effective date of the registration statement.
If true, please revise your exhibit index to include the version of your Memorandum and
Articles of Association that will be in effect at the time of the registration statement's
effectiveness.
Executive Compensation
Agreements with Named Executive Officers, page 69
9.We acknowledge your revised disclosures in response to prior comment 26.  However, we
note that inconsistencies between the terms of these agreements and your description of
them remain.  For example, we note inconsistencies relating to the date of the agreement
with Mr. Bian, as well as the terms of severance payments in the event Mr. Wang or Mr.
Bian terminates the employment if there is a significant change in his duties or material
reduction in his pay.
Description of Share Capital
Calls on shares and forfeiture, page 74
10.We refer to your response to prior comment 28, and re-issue the comment.  Please explain
to us whether the disclosure is consistent with your counsel's ability to opine on the non-
assessibility of your shares.

 FirstName LastNameXuezhu Wang
 Comapany NameHappiness Biotech Group Ltd
 November 7, 2018 Page 4
 FirstName LastName
Xuezhu Wang
Happiness Biotech Group Ltd
November 7, 2018
Page 4
Taxation, page 88
11.We acknowledge your revised disclosures in response to prior comment 29.  However, as
previously noted in our comment, please (1) revise this section to clearly state which
disclosure is the opinion of Hunter Taubman, (2) revise to remove language stating that
"generally" certain tax consequences will apply and express a firm opinion for each
material tax consequence with respect to any disclosure serving as the opinion of tax
counsel, and (3) clarify your statements regarding why a firm opinion on tax
consequences cannot be given if you are considered to be a PRC tax resident enterprise
(for example, is there a tax treaty with the Cayman Islands and the treatment of such tax
treaty is uncertain).
Financial Statements
Note 1 - Organization and Nature of Operations, page F-8
12.With regard to comment 31, confirm that Lin Yanying and Wang Xianfu are married in
order to aggregate their holdings to determine control.  Also, explain to us how Wang
Xuezhu's ownership went from direct ownership of 17% prior to the reorganization as you
state in your response to 52.37%.  In addition, explain how Wang Xuezhu's indirect
ownership of 47.7% prior to the reorganization resulted in 52.37% direct ownership after
the reorganization, if true.
Exhibits
13.Your counsel's 8.1 opinion states that its opinion is with respect to disclosure under the
caption "Taxation - People's Republic of China Taxation."  There does not appear to be
such a section in your registration statement, and moreover, your disclosure states that
unless otherwise noted, the disclosure in the section was the opinion of Tian Yuan Law
Firm.  Please revise accordingly.
            You may contact Bonnie Baynes at 202-551-4924 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Dorrie Yale at 202-551-8776 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Joan Wu