SecProbe.io

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 U-BX TECHNOLOGY LTD.

 March 11, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C., 20549

 Attn: Matthew Crispino

 Re:
 U-BX Technology Ltd.

 Registration Statement on Form F-1

 File No. 333-284216

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, U-BX Technology Ltd. hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 4:30 p.m., Eastern Time, on March 12, 2025, or as soon thereafter as practicable.

 The Company understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

 Very truly yours,

 U-BX Technology Ltd.

 By:
 /s/ Jian Chen

 Name:
 Jian Chen

 Title:
 Chief Executive Officer

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U-BX Technology Ltd.

Zhongguan Science and Technology Park

No. 1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

February 27, 2025

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Matthew Crispino

    Jan Woo

    Re:
    U-BX Technology Ltd.

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

    Filed January 28, 2025

    File No. 333-284216

Ladies and Gentlemen:

We are in receipt of the comment letter dated
February 18, 2025 regarding U-BX Technology Ltd. (the “Company”, “U-BX Cayman” or “we”) from the U.S.
Securities and Exchange Commission staff (the “Staff”). An amendment to the Registration Statement on Form F-1 (the “F-1”)
is being submitted to accompany this letter. For your convenience, the Staff’s comment has been restated below and the Company’s
response is set forth immediately under the restated comment. Unless otherwise indicated, defined terms used herein have the meanings
set forth in the Registration Statement.:

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

Cover Page

    1.
    Please disclose on the cover page that the selling shareholders have the ability to exercise their warrants at a substantial discount to the current market price, which may result in a significant decline in the public market price as these warrants are exercised. Additionally, disclose that the company completed a reverse stock split in October 2024, and if its share price again falls below Nasdaq’s minimum bid price requirement of $1, the company may be unable to execute another reverse split to regain compliance with Nasdaq listing standards, thereby facing the risk of delisting. Refer to Nasdaq Listing Rule 5810(c)(3)(A)(iv).

RESPONSE: In response to the
Staff’s comments, the Company has revised the cover page to include disclosures regarding (i) the impact on the public market price
as selling shareholders may exercise their warrants at a significant discount price, and (ii) the risk that, if the Company’s share
price again falls below Nasdaq’s minimum bid price requirement of $1, the Company may not be able to effect another reverse stock
split to regain compliance with Nasdaq listing standards and thereby face the risk of delisting.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel William S. Rosenstadt, Esq., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    By:
    /s/
    Jian Chen

    Name:
    Jian Chen

    Title:
    Chief Executive Officer

February 18, 2025
Jian Chen
Chief Executive Officer and Director
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed January 28, 2025
File No. 333-284216
Dear Jian Chen:
            We have reviewed your amended registration statement and have the following
comment.
            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.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1.Please disclose on the cover page that the selling shareholders are able to exercise
their warrants at a significant discount to current market price and that the public
market price could decline significantly as the selling shareholders exercise their
warrants. Also, disclose that because the company effected a reverse stock split in
October 2024, if its share price again drops below Nasdaq’s minimum bid price
requirement of $1, the company may not be able to execute a reverse split to regain
compliance with Nasdaq listing standards and risks being delisted. Refer to Nasdaq
Listing Rule 5810(c)(3)(A)(iv).

February 18, 2025
Page 2
            Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:William S. Rosenstadt

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U-BX Technology Ltd.

Zhongguan Science and Technology Park

No. 1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

January 28, 2025

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Matthew Crispino

    Jan Woo

    Re:
    U-BX Technology Ltd.

    Registration Statement No.1

    Filed January 10, 2025

    File No. 333-284216

Ladies and Gentlemen:

We are in receipt of the comment letter dated
January 20, 2025 regarding U-BX Technology Ltd. (the “Company”, “U-BX Cayman” or “we”) from the U.S.
Securities and Exchange Commission staff (the “Staff”). An amendment to the Registration Statement on Form F-1 (the “F-1”)
is being submitted to accompany this letter. For your convenience, the Staff’s comment has been restated below and the Company’s
response is set forth immediately under the restated comment. Unless otherwise indicated, defined terms used herein have the meanings
set forth in the Registration Statement.:

Draft Registration Statement on Form F-1

General

    1.
    Given the nature of your offering, including the size of the transaction relative to the number of outstanding shares held by non-affiliates, it appears that the transaction may be an indirect primary offering on behalf of the registrant. Please provide us with a detailed legal analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please see Securities Act Rules Compliance and Disclosure Interpretations Question 612.09.

RESPONSE: We have considered
the factors set forth in Securities Act Rule Compliance and Disclosure Interpretations (“C&DI”) 612.09, regarding whether
a purported secondary offering is really a primary offering in which the selling shareholders are acting as underwriters selling on behalf
of an issuer. Based on the factors set forth in C&DI 612.09, the Company respectfully submits that the selling shareholders are not
acting as underwriters or otherwise as conduits for the Company and that the resale of the shares of the Company’s ordinary shares
to be registered by the Registration Statement is not an indirect primary offering being conducted by or on behalf of the Company.

Background.

On November 28, 2024, the Company entered
into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with several investors for a private placement
(the “Private Placement”) for the sale of ordinary shares, par value $0.0016 per share (the “Ordinary Shares”),
and warrants for $4.00 per Ordinary Share and accompanying warrants for gross proceeds of $5.7 million (assuming the warrants are not
exercised). In the Private Placement, we sold (i) 1,425,000 Ordinary Shares and (ii) warrants (the “Warrants”), which after
adjustment pursuant to their terms, are for the purchase of21,375,000 Ordinary Shares (the “Warrant Shares”) at an exercise
price of $0.80 per Ordinary Share or on an alternative cashless basis...

On January 10, 2025, we filed a registration
statement on Form F-1 (the “Registration Statement”) for 14,400,000 Ordinary Shares, including up to 13,500,000 Warrant Shares,
for resale by certain purchasers in the Private Placement (who are the selling shareholders in the Registration Statement).

Analysis.

In an effort to assist registrants in
determining whether an offering by the selling shareholders may be characterized as a secondary offering that is eligible to be made on
a shelf basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance and Disclosure Interpretations
(“C&DI 612.09”). C&DI 612.09 provides, in part:

The question of whether an offering
styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds.
Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they received them,
their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and
finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

Each of the above factors mentioned
in the last sentence of C&DI 612.09 is considered below.

Factor 1: How Long the Selling Shareholders
Have Held the Shares.

Although the safe harbor provided by
Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) indicates that a holding period of six months
is, under certain circumstances, sufficient to evidence investment intent and avoid being characterized as an “underwriter,”
the Commission has recognized that shorter holding periods do not negate investment intent. As described in CD&I Question 139.11,
the Commission regularly permits issuers to register privately issued shares (or in the case of convertible securities, the convertible
security itself) for resale promptly following, or even prior to, the closing of a private placement transaction:

“In a PIPE transaction, a company
will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale
of the securities […] to the investor, and the investor is at market risk at the time of filing of the resale registration statement.
The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price
or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date. […]
There can be no conditions to closing that are within an investor’s control or that an investor can cause not to be satisfied. For
example, closing conditions in capital formation transactions relating to the market price of the company’s securities or the investor’s
satisfactory completion of its due diligence on the company are unacceptable conditions. The closing of the private placement of the unissued
securities must occur within a short time after the effectiveness of the resale registration statement.”

    2

This interpretation indicates that the
existence of registration rights and a short time between the issuance of the Ordinary Shares and Warrants and the filing date of the
Registration Statement do not preclude the offering from being secondary in nature. The Private Placement of the Ordinary Shares and Warrants
to the selling shareholders occurred prior to filing the Registration Statement and the selling shareholders bore market risk at the time
of filing the Registration Statement. Although the selling shareholders had registration rights as part of the Private Placement, they
still bear the market risk between the time of purchase and the time of effectiveness of the Registration Statement (which is up to 120
days under the terms of the Registration Rights Agreement granting the registration rights). This is more than a theoretical risk, as
since December 3, 2024, the closing price of our Ordinary Shares on the Nasdaq Capital Market has not exceeded the closing price of $3.98
on the date of the Private Placement (for example, on January 23, 2025, the closing price was $3.08), Further, the selling shareholders
purchased their Ordinary Shares at a set price/.

We are not aware of any Staff guidance
on Rule 415 addressing the appropriate length of time shares must be held in order to determine whether a purported secondary offering
is really a primary offering. In addition, we are not aware that the Staff has taken the position that the period of time elapsing between
a closing and effectiveness of a registration statement has raised concerns about whether the offering is a valid secondary offering.
The Company believes such a position would be inconsistent with C&DI Question 139.11 mentioned above, which allows inclusion of the
securities sold after a registration statement is filed if the registration statement is not yet effective.

Finally, the selling shareholders participated
in the Private Placement with the knowledge that they might not be able to exit their positions at a profit, and they provided representations
in the Purchase Agreement that they purchased the securities with the intent to invest, rather than to effect a distribution, as an underwriter
would have. The selling shareholders have already been subject to the full investment risk associated with ownership of the Company’s
equity securities for almost two months, and even if the Registration Statement were immediately declared effective it may be several
months or longer before the selling shareholders could resell all of the Shares which the Company is seeking to register. Accordingly,
the selling shareholders cannot be compared to underwriters as underwriters (by definition) do not take long-term risk on an issuer’s
equity securities.

Factor 2: The Circumstances Under
Which the Selling Shareholders Received Their Shares.

The selling shareholders acquired the
Ordinary Shares and Warrants in a bona fide Private Placement transaction pursuant to an exemption from registration under Section 4(2)
and Regulation S of the Securities Act. As part of the Private Placement, the selling shareholders and the Company entered into a registration
rights agreement (the “Registration Rights Agreement”) to register the resale of the Ordinary Shares. Such registration rights
are customary in private placements of this nature.

Section 2(c)(ii) of the Securities Act
defines “underwriter” as any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection
with, the distribution of any security or participates or has a direct or indirect participation in any such undertaking, or participates
or has a participation in the direct or indirect underwriting of any such undertaking. In the Securities Purchase Agreement, each selling
shareholder made customary investment and private placement representations to the Company, including that (i) it is acquiring the Ordinary
Shares and Warrants as principal for its own account and has no direct or indirect arrangement or understandings with any other persons
to distribute or regarding the distribution of the Ordinary Shares and Warrants or the Warrant Shares, (ii) agrees that the Ordinary Shares
and Warrants will contain restrictive legends when issued.

The Company is neither aware of any
evidence that would indicate that these representations were false nor aware of any evidence that the selling shareholders have any plan
to act in concert to effect a distribution of the Ordinary Shares. The selling shareholders purchased the securities in an arm’s
length transaction in circumstances that do not indicate that they would be an underwriter. The Company is not aware of any selling shareholders
being a broker dealer or being affiliated with a broker-dealer.

Furthermore, the Company is not aware
of any evidence that a distribution would occur if the Registration Statement is declared effective. Under the Commission’s rules,
a “distribution” requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution” as “an
offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions
by the magnitude of the offering and the presence of special selling efforts and selling methods.” There is nothing to suggest that
any special selling efforts or selling methods by or on behalf of the selling shareholders has or would take place if the Registration
Statement is declared effective. The Company also is not aware of any facts to suggest that the selling shareholders have taken any actions
to condition or prime the market for the potential resale of the Ordinary Shares.

    3

Factor 3: The Selling Shareholders’
Relationship to the Company.

No selling shareholder has the power
to control the Company or its affiliates. At no time has a selling shareholder been affiliated with, or to our knowledge, at no time has
a selling shareholder acted as a securities broker-dealer or representative thereof.

Mr. Jian Chen, the Chief Executive Officer
and Director of the Company, participated in the Private Placement and purchased 525,000 Shares and 1,575,000 Warrants to purchase up
to 7,875,000 Warrant Shares at the Offering Price. The transaction was negotiated at arm’s length. Mr. Jian Chen’s investment
was approved by the shareholders at the annual meeting of shareholders of the Company held on October 24, 2024 and by the Board of Directors
on November 28, 2024. We are not registering any Ordinary Shares held by Mr. Chen in the F-1. The selling shareholders do not include
Mr. Jian Chen.

Prior to entering into the Securities
Purchase Agreement, the Company had no relationship with the selling shareholders. The selling shareholders were not provided with any
control over the Company’s business pursuant to the Securities Purchase Agreement, neither the selling shareholders or any of their
affiliates is an affiliate of the Company and each of the selling shareholders do not act as a financial advisor or fiduciary of the Company.

The registration rights granted to the
selling shareholders under the Registration Rights Agreement are customary and are not indicative of any desire of the selling shareholders
to sell or distribute the Ordinary Shares on behalf of the Company, or at all. The selling shareholders negotiated for such customary
registration rights for a variety of business reasons, and the registration rights were not granted by the Company for the purpose of
conducting an indirect primary offering. Absent the contractual obligation contained in the Purchase Agreement and Registration Rights
Agreement, the Company would not be filing the Registration Statement.

The selling shareholders are not acting
on the Company’s behalf with respect to the Ordinary Shares being registered for resale under the Registration Statement, and the
Company has no contractual, legal or other relationship with the selling shareholders that would control the timing, nature or amount
of resales of such shares following the effectiveness of the Registration Statement or whether the Ordinary Shares are ever resold at
all under the Registration Statement.

Finally, the Company will not receive
any of the proceeds from any resale of shares by the selling shareholders under the Registration Statement.

Factor 4: The Amount of Shares Involved.

The Company is seeking to register 14,400,000
Ordinary Shares, including up to 13,500,000 Warrant Shares. While the number of shares being registered are a factor considered by the
Staff in determining whether an offering should be deemed to be a primary or secondary offering, we submit that undue weight should not
be placed on this single factor. The Staff’s own interpretations support this position. Pursuant to C&DI 612.09, the number
of shares being offered is only one of several factors to be considered in evaluating whether, under all the circumstances, a purported
secondary offering is instead an indirect primary offering. In addition, Compliance and Disclosure Interpretation 612.12 describes a scenario
in which a controlling holder of more than 70% of the outstanding stock is able to effect a valid secondary offering. The interpretation
states, in relevant part:

“A controlling person of an
issuer owns a 73% block. That person will sell the block in a registered “at-the-market” equity offering. Rule 415(a)(4) applies
only to offerings by or on behalf of the registrant. A secondary offering by a control person that is not deemed to be by or on behalf
of the registrant is not restricted by Rule 415(a)(4).”

In addition, CDI 216.14, regarding the
use of Form S-3 to effect a secondary offering,

January 20, 2025
Jian Chen
Chief Executive Officer and Director
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Registration Statement on Form F-1
Filed January 10, 2025
File No. 333-284216
Dear Jian Chen:
            We have conducted a limited review of your registration statement and have the
following comment.
            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
General
1.Given the nature of your offering, including the size of the transaction relative to the
number of outstanding shares held by non-affiliates, it appears that the transaction
may be an indirect primary offering on behalf of the registrant. Please provide us with
a detailed legal analysis of your basis for determining that it is appropriate to
characterize the transaction as a secondary offering under Securities Act Rule
415(a)(1)(i). For guidance, please see Securities Act Rules Compliance and
Disclosure Interpretations Question 612.09.
            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

January 20, 2025
Page 2
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 Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:William S. Rosenstadt

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U-BX Technology
Ltd.

March 21, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C., 20549

    Re:
    U-BX Technology Ltd.

Registration Statement on Form F-1, as amended
(File No. 333- 262412)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, U-BX Technology Ltd. hereby requests an acceleration of the effectiveness of the above-referenced
Registration Statement on Form F-1, as amended, so that such Registration Statement will become effective at 5:00 p.m., Eastern Time,
on March 25, 2024, or as soon thereafter as practicable.

The Company understands that the Commission will
consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Company
is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified
in the Registration Statement.

    Very truly yours,

    U-BX Technology Ltd.

    By:
    /s/ Jian Chen

    Name:
    Jian Chen

    Title:
    Chief Executive Officer

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March 21, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C., 20549

    Re:

    U-BX Technology Ltd.

Registration Statement on Form F-1, as amended
(File No. 333- 262412)

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 hereby joins in the request of U-BX Technology Ltd. that
the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 5:00 p.m.,
Eastern Time, on March 25, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Ortoli
Rosenstadt LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the 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.

* * *

[Signature Page Follows]

    Very truly yours,

    EF HUTTON LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

[Signature Page to Underwriter’s Acceleration
Request Letter]

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U-BX Technology Ltd.

Zhongguan Science and Technology Park

No.1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

December 5, 2023

Via EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

    Attn:
    Morgan Youngwood

    Stephen Krikorian

    Matthew Crispino

    Matthew Derby

    Re:
    U-BX Technology Ltd.

    Amendment No. 15 to Registration Statement on Form F-1

    Filed November 17, 2023

    File No. 333-262412

Mr. Youngwood, Mr. Krikorian, Mr. Crispino and
Mr. Derby,

This letter is in response to the letter dated
November 30, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to
U-BX Technology Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (“Amendment No. 16 to the
Registration Statement”) is being submitted to accompany this letter.

Amendment No. 15 to Registration Statement
on Form F-1

Risk Factors

We may fail to protect our intellectual properties,
page 48

    1)
    We note that you have removed references to China in this risk factor and removed the statement that you “may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China.” Please explain to us the bases for making these revisions.

RESPONSE: We note
the Staff’s comment and respectfully advise that we have added the statement back on page 48 of the Amendment No. 16 to the Registration
Statement.

Dilution, page 63

    2)
    We note the table that summarizes, on a pro forma as adjusted basis as of June 30, 2023, the differences between existing shareholders and the new investors with respect to the number of ordinary shares purchased from you, the total consideration paid and the average price per ordinary share before deducting the estimated commissions to the Underwriter and the estimated offering expenses payable by you. Explain why 2,000,000 ordinary shares attributable to new investors results in total consideration of $15.0 million using a $5.00 average ordinary price per share. Update the table to reflect the sale of 1,000,000 ordinary shares in October 2023 at the purchase price of $5.00 per share and a total purchase price of $5,000,000.

RESPONSE: We note
the Staff’s comment and respectfully advise that we have revised the table on page 63 of the Amendment No. 15 to the Registration
Statement.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or
yly@orllp.legal.

    U-BX Technology Ltd.

    /s/ Mingfei Liu

    Name:
    Mingfei Liu

    Title:
    Chief Operating Officer

United States securities and exchange commission logo
November 30, 2023
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 15 to Registration Statement on Form F-1
Filed November 17, 2023
File No. 333-262412
Dear Mingfei Liu:
            We have reviewed your amended registration statement and have the following
comments.
            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.
Amendment No. 15 to Registration Statement on Form F-1
Risk Factors
We may fail to protect our intellectual properties, page 48
1.We note that you have removed references to China in this risk factor and removed the
statement that you "may not be able to effectively protect our intellectual property rights
or to enforce our contractual rights in China."  Please explain to us the bases for making
these revisions.
Dilution, page 63
2.We note the table that summarizes, on a pro forma as adjusted basis as of June 30, 2023,
the differences between existing shareholders and the new investors with respect to the
number of ordinary shares purchased from you, the total consideration paid and the
average price per ordinary share before deducting the estimated commissions to the

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 November 30, 2023 Page 2
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
November 30, 2023
Page 2
Underwriter and the estimated offering expenses payable by you.  Explain why 2,000,000
ordinary shares attributable to new investors results in total consideration of $15.0 million
using a $5.00 average ordinary price per share.  Update the table to reflect the sale of
1,000,000 ordinary shares in October 2023 at the purchase price of $5.00 per share and a
total purchase price of $5,000,000.
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551-
3488 if you have questions regarding comments on the financial statements and related
matters. Please contact Matthew Crispino at 202-551-3456 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

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U-BX Technology Ltd.

Zhongguan Science and Technology Park

No.1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

November 17, 2023

Via EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

    Attn:
    Morgan Youngwood

    Stephen Krikorian

    Matthew Crispino

    Matthew Derby

Re: U-BX Technology Ltd.

  Amendment No. 14 to Registration Statement on Form F-1

  Filed September 22, 2023

  File No. 333-262412

Mr. Youngwood, Mr. Krikorian, Mr. Crispino and
Mr. Derby,

This letter is in response to the letter dated
October 4, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to U-BX
Technology Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amended registration statement on Form F-1 ( “Amendment No. 15 to the
Registration Statement”) is being submitted to accompany this letter.

Amendment No. 14 to Registration Statement
on Form F-1

General

 1) Please
update your audited financial statements to include the fiscal year ended June 30, 2023. Refer to Item 8.A.4 of Form 20-F and the corresponding
instructions.

RESPONSE: We note
the Staff’s comment and respectfully advise that we have updated the audited financial statements to include the fiscal year ended
June 30, 2023 in Amendment No. 15 to the Registration Statement.

 2) We
note the changes you made to your disclosure appearing on the cover page, Summary and Risk Factor sections relating to legal and operational
risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment
in the PRC since the amendment that was filed on June 27, 2023 warranting revised disclosure to mitigate the challenges you face and
related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government
may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result
in a material change in your operations and/or the value of the securities you are registering for sale. The Sample Letters also sought
specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change
quickly with little advance notice. We do not believe that your revised disclosure referencing the PRC government’s intent to strengthen
its regulatory oversight conveys the same risk. Please revise or advise.

RESPONSE: We note
the Staff’s comment and respectfully advise that we have revised and reverted back the risk factors in Amendment No. 15 to the Registration
Statement.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or
yly@orllp.legal.

    U-BX Technology Ltd.

    /s/ Mingfei Liu

    Name:
    Mingfei Liu

    Title:
    Chief Operating Officer

United States securities and exchange commission logo
October 4, 2023
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 14 to Registration Statement on Form F-1
Filed September 22, 2023
File No. 333-262412
Dear Mingfei Liu:
            We have reviewed your amended registration statement and have the following
comments.
            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.
Amendment No. 14 to Registration Statement on Form F-1
General
1.Please update your audited financial statements to include the fiscal year ended June 30,
2023. Refer to Item 8.A.4 of Form 20-F and the corresponding instructions.
2.We note the changes you made to your disclosure appearing on the cover page, Summary
and Risk Factor sections relating to legal and operational risks associated with operating
in China and PRC regulations. It is unclear to us that there have been changes in the
regulatory environment in the PRC since the amendment that was filed on June 27, 2023
warranting revised disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 October 4, 2023 Page 2
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
October 4, 2023
Page 2
material change in your operations and/or the value of the securities you are registering
for sale. The Sample Letters also sought specific disclosures relating to uncertainties
regarding the enforcement of laws and that the rules and regulations in China can change
quickly with little advance notice. We do not believe that your revised disclosure
referencing the PRC government’s intent to strengthen its regulatory oversight conveys
the same risk. Please revise or advise.
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551-
3488 if you have questions regarding comments on the financial statements and related
matters. Please contact Matthew Crispino at 202-551-3456 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

U-BX Technology Ltd.

Zhongguan Science and Technology Park

No.1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

September 22, 2023

Via EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

Attn: Morgan Youngwood

Stephen Krikorian

Matthew Crispino

Matthew Derby

    Re:

    U-BX Technology Ltd.

    Amendment No. 13 to Registration Statement on Form F-1

    Filed June 27, 2023

    File No. 333-262412

Mr. Youngwood, Mr. Krikorian, Mr. Crispino and
Mr. Derby,

This letter is in response to the letter dated
July 11, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to U-BX
Technology Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment”) is
being submitted to accompany this letter.

Amendment No. 13 to Registration Statement
on Form F-1

General

    1)
    It appears that the last year of audited financial statements will be older than 12 months at the time of the offering. Accordingly, please update the last year of audited financial statements. Refer to Item 8.A.4 of Form 20-F and the corresponding instructions, which indicate that audited financial statements should generally not be older than 12 months at the time of filing, but also indicate audited financial statements not older than 15 months may be permitted if a company is able to represent the following:

    ●
    The company is not required to comply with the 12 month requirement for the age of financial statements in any other jurisdiction outside the United States; and

    ●
    Complying with the 12 month requirement is impracticable or involves undue hardship.

    If you meet the above criteria, please provide a representation from management that says you meet the criteria and file that representation as an exhibit to your registration statement. If you do not meet the criteria, please provide updated audited financial statements and related disclosures.

RESPONSE: We note
the Staff’s comment and respectfully advise that we have filed a request for waiver and representation under Item 8.A.4 of Form
20-F as exhibit 99.5.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or
yly@orllp.legal.

    U-BX Technology Ltd.

    /s/ Mingfei Liu

    Name:
    Mingfei Liu

    Title:
    Chief Operating Officer

United States securities and exchange commission logo
July 11, 2023
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 13 to Registration Statement on Form F-1
Filed June 27, 2023
File No. 333-262412
Dear Mingfei Liu:
            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 26, 2023 letter.
Amendment No. 13 to Registration Statement on Form F-1
General
1.It appears that the last year of audited financial statements will be older than 12 months at
the time of the offering.  Accordingly, please update the last year of audited financial
statements. Refer to Item 8.A.4 of Form 20-F and the corresponding instructions, which
indicate that audited financial statements should generally not be older than 12 months at
the time of filing, but also indicate audited financial statements not older than 15 months
may be permitted if a company is able to represent the following:

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 July 11, 2023 Page 2
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
July 11, 2023
Page 2
• The company is not required to comply with the 12 month requirement for the age of
financial statements in any other jurisdiction outside the United States; and
• Complying with the 12 month requirement is impracticable or involves undue hardship.

If you meet the above criteria, please provide a representation from management that says
you meet the criteria and file that representation as an exhibit to your registration
statement. If you do not meet the criteria, please provide updated audited financial
statements and related disclosures.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Matthew Derby, Legal Branch Chief, at (202) 551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

U-BX Technology Ltd.

Zhongguan Science and Technology Park

No.1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

June 27, 2023

Via Electronic Mail

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

    Re:
    U-BX Technology Ltd. (the “Company”)

To whom it may concern:

This letter is in response to the letter dated
May 10, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to U-BX
Technology Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment”) is
being submitted to accompany this letter.

Amendment No. 12 to Registration Statement
on Form F-1

General

    1)
    We note your response to prior comment 1 and reissue our comment in part. You disclose on your cover page and elsewhere in your prospectus that “as of the date of this prospectus, we have not submitted our recording materials to the CSRC.” Please further revise to state whether you and the relevant parties to this transaction have complied with your obligations under the Trial Measures.

RESPONSE: We note the Staff’s
comment and respectfully advise that as of April 29, 2023, the Company has submitted the recording materials to the CSRC in order to comply
with its obligations under the Trial Measures. In May 2023, we received comments from the CSRC regarding our recording materials. We addressed
the comments and provided supplemental materials to the CSRC in June 2023. We believe the relevant parties to this transaction and the
company have complied with the obligations under the Trial Measures. However, as of the date of this letter, we have not obtained the
final confirmation from the CSRC regarding the completion of the recording process.

We have updated our disclosure accordingly
in the Amendment No. 13 to Registration Statement.

    2)
    We note your response to prior comment 1 and your revised disclosure stating that you must submit a “filing application with the CSRC” and “shall complete the filing with the CSRC in accordance with the Trial Measures before this offering.” Your revised disclosure on pages 17 and 110 and prior disclosures on page 16 state that “[w]e believe the CSRC’s approval is not required for the offering and trading of our ordinary shares” and “[a]s of the date of this prospectus, no relevant laws or regulations in the PRC explicitly require us to seek approval from the CSRC or any other PRC governmental authorities for this offering.” Please revise to clarify these statements in light of your disclosure describing your obligation to submit and complete the filing application requirement set forth in the Trial Measures or advise.

RESPONSE: We note the Staff’s comment
and respectfully advise that CSRC’s approval is not required under the M&A Rules, and therefore our statement regarding the
CSRC approval only covers the M&A Rules, rather than the Trial Measures. We have revised the disclosure on page 16, 17 and 110 of
the Amendment No. 13 to Registration Statement to clarify the CSRC’s standing under different set of rules in order to consistently
disclose our obligation to submit and complete the filing application requirement set forth in the Trial Measures.

    3)
    You state on page 17 of your registration statement that “[a]s of the date of this prospectus, the Draft Rules Regarding Overseas Listings have not been promulgated, and we are not required to obtain permission or approval from the government of China for any offering pursuant to this prospectus.” On page 38 you explain that the Draft Rules Regarding Overseas Listings “stipulate that the Chinese-based companies, or the issuer, shall fulfill the filing procedures within three working days after the issuer makes an application for initial public offering and listing in an overseas market.” Throughout your registration statement, please revise your discussions of the “Draft Rules” to the extent that these rules have been superseded or replaced by the “Trial Measures.”

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised the disclosures on page 17 to clarify that as of March 31, 2023, the Trial Measures has replaced
the Draft Rules. We have revised our registration statement to clarify that the Draft Rules have been replaced by the Trial Measures.

Exhibits

    4)
    Please obtain and file a revised legal opinion that clearly opines on the legality of the shares of common stock underlying the underwriters’ warrants, which are being included in your registration statement. Refer to Section II.B.1.f of Staff Legal Bulletin No. 19.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have filed a revised legal opinion that clearly opines on the legality of the shares of common
stock underlying the underwriters’ warrants.

    2

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or
yly@orllp.legal.

    U-BX Technology Ltd.

    /s/ Miingfei Liu

    Name:
    Mingfei Liu

    Title:
    Chief Operating Officer

3

United States securities and exchange commission logo
May 10, 2023
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 12 to Registration Statement on Form F-1
Filed April 26, 2023
File No. 333-262412
Dear Mingfei Liu:
            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 14, 2023 letter.
Amendment No. 12 to Registration Statement on Form F-1 Filed April 26, 2023
General
1.We note your response to prior comment 1 and reissue our comment in part.  You disclose
on your cover page and elsewhere in your prospectus that "as of the date of this
prospectus, we have not submitted our recording materials to the CSRC."  Please further
revise to state whether you and the relevant parties to this transaction have complied with
your obligations under the Trial Measures.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 May 10, 2023 Page 2
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
May 10, 2023
Page 2
2.We note your response to prior comment 1 and your revised disclosure stating that you
must submit a "filing application with the CSRC" and "shall complete the filing with the
CSRC in accordance with the Trial Measures before this offering."  Your revised
disclosure on pages 17 and 110 and prior disclosures on page 16 state that "[w]e believe
the CSRC’s approval is not required for the offering and trading of our ordinary shares"
and "[a]s of the date of this prospectus, no relevant laws or regulations in the PRC
explicitly require us to seek approval from the CSRC or any other PRC governmental
authorities for this offering."  Please revise to clarify these statements in light of your
disclosure describing your obligation to submit and complete the filing application
requirement set forth in the Trial Measures or advise.
3.You state on page 17 of your registration statement that "[a]s of the date of this
prospectus, the Draft Rules Regarding Overseas Listings have not been promulgated, and
we are not required to obtain permission or approval from the government of China for
any offering pursuant to this prospectus."  On page 38 you explain that the Draft Rules
Regarding Overseas Listings "stipulate that the Chinese-based companies, or the issuer,
shall fulfill the filing procedures within three working days after the issuer makes an
application for initial public offering and listing in an overseas market."  Throughout your
registration statement, please revise your discussions of the "Draft Rules" to the extent
that these rules have been superseded or replaced by the "Trial Measures."
Exhibits
4.Please obtain and file a revised legal opinion that clearly opines on the legality of the
shares of common stock underlying the underwriters' warrants, which are being included
in your registration statement.  Refer to Section II.B.1.f of Staff Legal Bulletin No. 19.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

U-BX Technology Ltd.

Zhongguan Science and Technology Park

No.1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

April 26, 2023

Via Electronic Mail

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

    Re:
    U-BX Technology Ltd. (the “Company”)

To whom it may concern:

This letter is in response to the letter dated
April 14, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to U-BX
Technology Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment”) is
being submitted to accompany this letter.

Amendment No. 11 to Registration Statement
on Form F-1

General

    1)
    We note that the CSRC recently published Trial Measures that impose certain filing requirements for direct and indirect overseas listings and offerings. Please disclose how, if at all, the Trial Measures apply to this transaction, whether you and relevant parties to this transaction have complied with your obligations under the Trial Measures, and the risks to investors of non-compliance.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have disclosed on the cover page, page 17, page 38, and page 107 to explain how the Trial Measures apply
to this transaction, and that we will comply to our obligations under the Trial Measures, as well as the risks to investors of non-compliance.

    2)
    You state on your cover page that the Holding Foreign Companies Accountable Act (the “HFCAA”), as amended by the Consolidated Appropriations Act, 2023, has reduced the time period before a trading prohibition may apply if the PCAOB determines that it cannot inspect your auditor to two years. However, elsewhere on your cover page and registration statement, you disclose the consequences if the PCAOB “is unable to inspect our auditors for three consecutive years beginning in 2021.” Please revise your registration statement, including your risk factors, to consistently explain how the HFCAA, as amended, and related regulations will affect your company.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised the disclosure on cover page, page 13-15 and page 41 of the prospectus to consistently disclose
how the HFCAA, as amended, and related regulations will affect the company.

    3)
    On your cover page and elsewhere in your disclosure you state that “[a]fter the dissolution of the VIE structure, U-BX now controls and receives the economic benefits of UBX Beijing and its subsidiaries’ business operation, if any, through equity ownership.” However, your revisions do not refer to U-BX Suzhou. Please advise or revise your disclosure as appropriate to reflect the recent changes to your corporate structure.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised the cover page, page 4 and page 19 of the prospectus to include U-BX Suzhou in our disclosure
regarding the corporate structure description.

Cover Page

    4)
    You state that “[a]s a holding company with no material operations of our own, we conduct our operations in China through . . . Suzhou Youjiayoubao Technology Co., Limited, or U-BX Suzhou, and its subsidiaries.” However, your disclosure, including the organizational diagram on page 3 of your prospectus, does not describe the subsidiaries of Suzhou Youjiayoubao Technology Co., Limited (“U-BX Suzhou”), if any. Please advise and clarify your disclosure as appropriate.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the cover page, page 4 and page 19 to clarify that U-BX Suzhou does not have its
own subsidiaries, and we meant to refer to U-BX Beijing’s subsidiaries.

Our Customers and Suppliers, page 9

    5)

    Your revised disclosure states that for the six months ended December 31, 2022 and December 31, 2021, one customer accounted for 20.8% and 11.4% of your revenue, respectively, and that two customers accounted for 61.1% and 16.0% of the total balance of accounts receivable as of December 31, 2022. Please revise to disclose the material terms of your agreements with these customers, including, but not limited to, the terms and termination provisions. Identify the customers and file any agreement as an exhibit, or tell us why it is not required. Refer to Items 4.B.6. and 19 of Form 20-F. Additionally, please reconcile your disclosure that one customer accounted for 63.8% of your total balance of accounts receivable as of December 31, 2022 on page 90 of your prospectus with your disclosure on page 9 stating that one customer accounted for 61.1% of this balance 2023 as of the same date.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have described materials terms of our agreement with the three customers on page 9 of the prospectus,
and have filed the agreements with the three customers as exhibit 10.19-10.21. Below are the material terms of the agreements with the
three clients:

All three major customers mentioned above have entered
into agreements with U-BX Beijing’s subsidiary, RDYJ. The three customers are Jinhe Insurance Sale and Services Co., Limited (Hebei),
Beijing Saifu Habo Insurance Broker Co., Ltd. and China Ping An Property Insurance Limited (Xining).

Under the contract with Jinhe Insurance Sale and
Services Co., Limited (Hebei), RDYJ provides internet platform services to Jinhe Insurance Sale and Services Co., Limited to help promote
its products and provide technology support. The contract took effect on March 6, 2022 and was valid through March 5, 2023, and will be
automatically extended by one year without either party’s objection. Neither party could terminate the contract without the other
party’s prior written approval.

Under the contract with Beijing Saifu Habo Insurance
Broker Co., Ltd., RDYJ provides internet platform services to Beijing Saifu Habo Insurance Broker Co., Ltd. to help promote its products.
The contract took effect on September 1, 2021 and will remain valid through August 31, 2024. Neither party could terminate the contract
without the other party’s prior written approval.

Under the contract with China Ping An Property Insurance
Limited (Xining), RDYJ provides internet platform services to Beijing Saifu Habo Insurance Broker Co., Ltd. to help promote its products.
The contract took effect on August 10, 2022 and will remain valid through August 9, 2023. Neither party could terminate the contract without
the other party’s prior written approval.

For all three contracts, in the case of breach of
contractual duty by one party that causes the other party loss, the obliging party is entitled to terminating the contract and due compensation
for the loss. In the case of breach of contract, the breaching party shall correct the breach within reasonable time frame after receiving
the other party’s written notice; in the case of material breach without proper cure, the obliging party is entitled to terminate
the contract unilaterally and demand remedy from the breaching party.

We also revised the disclosure
on page 90 to clarify that one customer accounted for 61.1% of this balance 2023 as of December 31, 2022.

    2

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or
yly@orllp.legal.

    U-BX Technology Ltd.

    /s/ Mingfei Liu

    Name:
    Mingfei Liu

    Title:
    Chief Operating Officer

3

United States securities and exchange commission logo
April 14, 2023
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 11 to Registration Statement on Form F-1
Filed March 24, 2023
File No. 333-262412
Dear Mingfei Liu:
            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.
Amendment No. 11 to Registration Statement on Form F-1
General
1.We note that the CSRC recently published Trial Measures that impose certain filing
requirements for direct and indirect overseas listings and offerings.  Please disclose how,
if at all, the Trial Measures apply to this transaction, whether you and relevant parties to
this transaction have complied with your obligations under the Trial Measures, and the
risks to investors of non-compliance.
2.You state on your cover page that the Holding Foreign Companies Accountable Act (the
"HFCAA"), as amended by the Consolidated Appropriations Act, 2023, has reduced the
time period before a trading prohibition may apply if the PCAOB determines that it

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 April 14, 2023 Page 2
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
April 14, 2023
Page 2
cannot inspect your auditor to two years.  However, elsewhere on your cover page and
registration statement, you disclose the consequences if the PCAOB "is unable to inspect
our auditors for three consecutive years beginning in 2021."  Please revise your
registration statement, including your risk factors, to consistently explain how the
HFCAA, as amended, and related regulations will affect your company.
3.On your cover page and elsewhere in your disclosure you state that "[a]fter the dissolution
of the VIE structure, U-BX now controls and receives the economic benefits of U-
BX Beijing and its subsidiaries’ business operation, if any, through equity ownership."
However, your revisions do not refer to U-BX Suzhou.  Please advise or revise your
disclosure as appropriate to reflect the recent changes to your corporate structure.
Cover Page
4.You state that "[a]s a holding company with no material operations of our own, we
conduct our operations in China through . . .  Suzhou Youjiayoubao Technology Co.,
Limited, or U-BX Suzhou, and its subsidiaries."  However, your disclosure, including
the organizational diagram on page 3 of your prospectus, does not describe the
subsidiaries of Suzhou Youjiayoubao Technology Co., Limited ("U-BX Suzhou"), if any.
Please advise and clarify your disclosure as appropriate.
Our Customers and Suppliers, page 9
5.Your revised disclosure states that for the six months ended December 31, 2022 and
December 31, 2021, one customer accounted for 20.8% and 11.4% of your revenue,
respectively, and that two customers accounted for 61.1% and 16.0% of the total balance
of accounts receivable as of December 31, 2022.  Please revise to disclose the material
terms of your agreements with these customers, including, but not limited to, the terms
and termination provisions.  Identify the customers and file any agreement as an exhibit,
or tell us why it is not required.  Refer to Items 4.B.6. and 19 of Form 20-F.  Additionally,
please reconcile your disclosure that one customer accounted for 63.8% of your total
balance of accounts receivable as of December 31, 2022 on page 90 of your prospectus
with your disclosure on page 9 stating that one customer accounted for 61.1% of this
balance as of the same date.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 April 14, 2023 Page 3
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
April 14, 2023
Page 3
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

U-BX Technology Ltd.

Zhongguan Science and Technology Park

No.1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

November 18, 2022

Via Electronic Mail

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

    Re:
    U-BX Technology Ltd. (the “Company”)

To whom it may concern:

This letter is in response to the letter dated
November 9, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to
U-BX Technology Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comment in this response. An amended registration statement on Form F-1 (the “Amendment”) is being submitted to accompany
this letter.

Amendment No. 9 to Registration Statement on
Form F-1

Cover Page

    1)
    You disclose that your offering is contingent upon listing your ordinary shares on Nasdaq or “another national exchange.” Please reconcile this with your subsequent disclosure on your cover page that if your Nasdaq listing “is not approved, we will not complete this offering.” We also note that your underwriting agreement contemplates listing on the NYSE Amex or Nasdaq. Please advise whether you intend to pursue listing on NYSE Amex if your Nasdaq listing is denied. Please ensure your disclosure is consistent with your underwriting agreement and revise your registration statement as applicable.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised our cover page and underwriting agreement to clarify that we intend to pursue listing on
Nasdaq only, and our offering is contingent upon listing our ordinary shares on Nasdaq.

    2)
    To the extent you intend to proceed with your offering if your Nasdaq listing is denied, revise your cover page to indicate that the offering is not contingent on Nasdaq approval of your listing application and that if the shares are not approved for listing, you may experience difficulty selling your shares. Include risk factor disclosures to address the impact on liquidity and the value of shares.

RESPONSE: We note the Staff’s comment
and respectfully advise that we revised the cover page to clarify that the offering is contingent on Nasdaq’s approval of our listing
application and that we will not proceed with the offering if the Nasdaq listing is denied.

Our
Customers and Suppliers, page 8

    3)
    We note your disclosure on page F-18 that as of June 30, 2022, nearly all of your advances to referral partners are made to four partners. Please describe the nature and extent of these referrals in your prospectus. You also state on page F-10 that “[a]dvances to suppliers consist of advances to referral partners.” Advise whether the referrals are concentrated among the four suppliers identified on page 9 of your registration statement. Further, tell us whether a limited number of referral partners presents a concentration risk to your business and include appropriate risk factor disclosure if so.

RESPONSE: We note the Staff’s comment
and respectfully clarify that upon discussion with our auditor, we reverted reference of “referral partners” back to “suppliers”
throughout the Amendment as the two terms refer to the same group of suppliers. We added a risk factor discussing the risk of having a
limited number of suppliers on page 49 of the Amendment.

Risk Factors

Risks Related to Our Ordinary Shares and this
Offering, page 49

    4)
    We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. We further note that you revised your existing risk factor disclosure on page 49 about volatility. Please revise to include a separate risk factor to address the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. In both the risk factor and its caption, clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have added a separate risk factor to address the potential for rapid and substantial price volatility.
We have also included potential risks particular to our offering, and discussed the risks to investors when investing in stock where the
price is changing rapidly. The new risk factor can be found on page 50 of the Amendment.

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Advances to Referral Partners, page F-10

    5)
    We note your advances to suppliers consist of advances to referral partners for services that have not been provided or received. We further note that the advances from customers is recorded as current liability as of June 30, 2022. Please help us better understand the nature of your advances to referral partners and advances from customers. Explain whether you received and paid cash in connection with these advances to referral partners and customers.

RESPONSE: We note the Staff’s comment
and respectfully advise that some of our insurance institution clients made advance payments to us based on their service procurement
schedule. The advance from our customers is to purchase future digital promotion services from us. We made advance payments to our suppliers
to book their services and lock in price. The advance to suppliers is to purchase online traffic promotions from the suppliers. We both
received and paid cash in connection with these advances.

    2

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or
yly@orllp.legal.

    U-BX Technology Ltd.

    /s/ Miingfei Liu

    Name:
    Mingfei Liu

    Title:
    Chief Operating Officer

3

United States securities and exchange commission logo
November 9, 2022
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 9 to Registration Statement on Form F-1
Filed October 26, 2022
File No. 333-262412
Dear Mingfei Liu:
            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 September 8, 2022
letter.
Amendment No. 9 to Registration Statement on Form F-1 Filed October 26, 2022
Cover Page
1.You disclose that your offering is contingent upon listing your ordinary shares on Nasdaq
or "another national exchange."  Please reconcile this with your subsequent disclosure on
your cover page that if your Nasdaq listing "is not approved, we will not complete this
offering."  We also note that your underwriting agreement contemplates listing on the
NYSE Amex or Nasdaq.  Please advise whether you intend to pursue listing on NYSE
Amex if your Nasdaq listing is denied.  Please ensure your disclosure is consistent with
your underwriting agreement and revise your registration statement as applicable.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 November 9, 2022 Page 2
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
November 9, 2022
Page 2
2.To the extent you intend to proceed with your offering if your Nasdaq listing is denied,
revise your cover page to indicate that the offering is not contingent on Nasdaq approval
of your listing application and that if the shares are not approved for listing, you may
experience difficulty selling your shares.  Include risk factor disclosures to address the
impact on liquidity and the value of shares.
Our Customers and Suppliers, page 8
3.We note your disclosure on page F-18 that as of June 30, 2022, nearly all of your
advances to referral partners are made to four partners.  Please describe the nature and
extent of these referrals in your prospectus.  You also state on page F-10 that "[a]dvances
to suppliers consist of advances to referral partners."  Advise whether the referrals
are concentrated among the four suppliers identified on page 9 of your registration
statement.  Further, tell us whether a limited number of referral partners presents a
concentration risk to your business and include appropriate risk factor disclosure if so.
Risk Factors
Risks Related to Our Ordinary Shares and this Offering, page 49
4.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  We further note that you revised your existing risk factor disclosure
on page 49 about volatility.  Please revise to include a separate risk factor to address the
potential for rapid and substantial price volatility and any known factors particular to your
offering that may add to this risk and discuss the risks to investors when investing in stock
where the price is changing rapidly. In both the risk factor and its caption, clearly state
that such volatility, including any stock-run up, may be unrelated to your actual or
expected operating performance and financial condition or prospects, making it difficult
for prospective investors to assess the rapidly changing value of your stock.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Advances to Referral Partners, page F-10
5.We note your advances to suppliers consist of advances to referral partners for services
that have not been provided or received.  We further note that the advances from
customers is recorded as current liability as of June 30, 2022.  Please help us better
understand the nature of your advances to referral partners and advances from customers.
Explain whether you received and paid cash in connection with these advances to referral
partners and customers.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 November 9, 2022 Page 3
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
November 9, 2022
Page 3
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

U-BX
Technology Ltd.

Zhongguan
Science and Technology Park

No.1
Linkong Er Road, Shunyi District, Beijing

People’s
Republic of China

September
14, 2022

Via
Electronic Mail

Division
of Corporation Finance

Office
of Technology

U.S.
Securities Exchange Commission

    Re:
    U-BX
    Technology Ltd. (the “Company”)

To
whom it may concern:

This
letter is in response to the letter dated September 8, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange
Commission (“SEC”) addressed to U-BX Technology Ltd. (the “Company”, “we”, and “our”).
For ease of reference, we have recited SEC’s comment in this response. An amended registration statement on Form F-1 (the “Amendment”)
is being submitted to accompany this letter.

Amendment
No. 7 to Registration Statement on Form F-1

General

    1)
    When
    discussing the Holding Foreign Companies Accountable Act, please update your disclosure throughout your prospectus to discuss the
    fact that on August 26, 2022, the Public Company Accounting Oversight Board (PCAOB) signed a Statement of Protocol with the China
    Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China, taking the first step toward
    opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong
    Kong. Please balance the disclosure regarding the Statement of Protocol by stating that when the PCAOB reassesses its determinations
    by the end of 2022, it could determine that it is still unable to inspect and investigate completely audit firms based in China and
    Hong Kong.

RESPONSE:
We note the Staff’s comment and respectfully advise that we have updated our disclosure throughout the prospectus to discuss
the Statement of Protocol that was released on August 26, 2022, and disclosed the possibility that when the PCAOB reassesses its determinations
by the end of 2022, it could determine that it is still unable to inspect and investigate completely audit firms based in China and Hong
Kong.

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., or Yarona Yieh, Esq. of
Ortoli Rosenstadt LLP at wsr@orllp.legal or yly@orllp.legal.

    U-BX Technology Ltd.

    /s/
    Miingfei Liu

    Name:
    Mingfei Liu

    Title:
    Chief Operating Officer

CORRESP
1
filename1.htm

U-BX Technology Ltd.

Zhongguan Science and Technology Park

No.1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

August 8, 2022

Via Electronic Mail

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

    Re:
    U-BX Technology Ltd. (the “Company”)

To whom it may concern:

This letter is in response to the letter dated
August 1, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to U-BX
Technology Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment”) is
being submitted to accompany this letter.

Amendment No. 5 to Registration Statement
on Form F-1

General

    1)
    We note you revised the expected offering price of your ordinary shares to be between $4.00 and $5.00. Please use the midpoint of this range in your prospectus where you provide disclosure based on the assumed initial public offering price. For example, revise your use of proceeds, capitalization, dilution, and underwriting information accordingly.

RESPONSE: We note the Staff’s comment
and respectfully advise that after discussion with the underwriter, we have decided to change the expected offering price to $5.00. We
have revised the cover page and the relevant sections in the prospectus to reflect the change.

    2)
     We note your disclosure on page 109 that you "have 14 shareholders of record, none of which is located in the United States." In Item 7 you refer to an issuance "to all fourteen existing shareholders and two new investors." Please advise if you now have 16 shareholders of record and, if so, revise your disclosure accordingly.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have 16 shareholders of record. We have revised the disclosure on page 110 to clarify that the Company
has 16 shareholders of record in total.

Risk Factors

Our Ordinary Shares may be prohibited from
being traded on a national exchange under the Holding Foreign Companies Accountable Act. . . , page 39

    3)
    We note that your auditor conducted their work with the collaboration of its China-based offices. Please revise your risk factor disclosure to clarify whether Article 177 of the PRC Securities Law means that the audit work papers of your financial statements may not be fully inspected by the PCAOB without the approval of the PRC authorities. Advise whether your common stock could be delisted and prohibited from being traded over-the counter under the HFCA Act if it is determined in the future that your auditor, which has a presence in China, is unable to be fully inspected or investigated.

RESPONSE: We note the Staff’s
comment and respectfully advise that we have revised the risk factor disclosure to discuss that because our auditor conducted their
work with the collaboration of its China-based office, Article 177 of the PRC Securities Law may in the future prohibit the audit
paper of our financial statements not be fully inspected by the PCAOB without the approval of the PRC authorities, and our
ordinary shares could be delisted and prohibited from being traded over-the counter under the HFCA Act if it is determined in the
future that our auditor, which has a presence in China, is unable to be fully inspected or investigated. We have revised the risk
factor disclosure “Our ordinary shares may be prohibited from being traded on a national exchange 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. The delisting of our ordinary shares, or the threat
of their being delisted, may materially and adversely affect the value of your investment” on page 41 of the prospectus.

Lock-up Agreements, page 132

    4)
    We note that you filed the forms of Underwriting Agreement and Lock-up Agreement as Exhibits 1.1 and 10.7, respectively, which contain certain exceptions to the lock-up provisions with you and your directors and officers. Please disclose these exceptions in your prospectus.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we added disclosure of the exceptions to the lock-up provisions that apply to both the Company
and the shareholder, directors and officers in the Underwriting Agreement and Lock-up Agreement on page 133 of the prospectus.

In addition, we have made an additional change in the “Principal Shareholders” section, where we removed Nan Jiang’s
equity ownership under the “5% or Greater Shareholder” tab. As of the date of this letter, Nan Jiang only has 4.99% of the
Company’s equity ownership, and therefore is not subject to the required disclosure.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or
yly@orllp.legal.

    U-BX Technology Ltd.

    /s/ Miingfei Liu

    Name:
    Mingfei Liu

    Title:
    Chief Operating Officer

United States securities and exchange commission logo
August 1, 2022
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 5 to Registration Statement on Form F-1
Filed July 19, 2022
File No. 333-262412
Dear Mr. Liu:
            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 July 14, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-1 filed on July 19, 2022
General
1.We note you revised the expected offering price of your ordinary shares to be between
$4.00 and $5.00.  Please use the midpoint of this range in your prospectus where you
provide disclosure based on the assumed initial public offering price.  For example, revise
your use of proceeds, capitalization, dilution, and underwriting information accordingly.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 August 1, 2022 Page 2
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
August 1, 2022
Page 2
2.We note your disclosure on page 109 that you "have 14 shareholders of record, none of
which is located in the United States."  In Item 7 you refer to an issuance "to all fourteen
existing shareholders and two new investors."  Please advise if you now have 16
shareholders of record and, if so, revise your disclosure accordingly.
Risk Factors
Our Ordinary Shares may be prohibited from being traded on a national exchange under the
Holding Foreign Companies Accountable Act. . . , page 39
3.We note that your auditor conducted their work with the collaboration of its China-based
offices.  Please revise your risk factor disclosure to clarify whether Article 177 of the PRC
Securities Law means that the audit work papers of your financial statements may not be
fully inspected by the PCAOB without the approval of the PRC authorities.  Advise
whether your common stock could be delisted and prohibited from being traded over-the-
counter under the HFCA Act if it is determined in the future that your auditor, which has a
presence in China, is unable to be fully inspected or investigated.
Lock-up Agreements, page 132
4.We note that you filed the forms of Underwriting Agreement and Lock-up Agreement as
Exhibits 1.1 and 10.7, respectively, which contain certain exceptions to the lock-up
provisions with you and your directors and officers.  Please disclose these exceptions in
your prospectus.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

U-BX Technology Ltd.

Zhongguan Science and Technology Park

No.1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

July 19, 2022

Via Electronic Mail

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

    Re:
    U-BX Technology Ltd. (the “Company”)

To whom it may concern:

This letter is in response to the letter dated
July 14, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to U-BX
Technology Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment”) is
being submitted to accompany this letter.

Amendment No. 4 to Registration Statement on Form F-1
filed July 1, 2022

Cover Page

1)  We note your
response to prior comment 3 and disclosure that there were three cash transfers on separate dates in August 2021. However, your tabular
presentation added to your cover page and elsewhere lists two items described as transfer “No. 1” and transfer “No.
2.” Please clarify your tabular presentation to reflect the three transfers or advise.

RESPONSE: We note the Staff’s comment
and respectfully advise that we revised the tabular presentation to reflect the three transfers on the cover page and page 62 of the prospectus.

2)  We note your disclosure that the holding company “pays for its operating expenses
from funds received from its investors.” Please clarify whether these funds are from purchases of your ordinary shares by your
investors or clarify whether there are other loan agreements or financing arrangements whereby your investors have loaned you funds to
pay your operating expenses. Please advise or revise your disclosure accordingly.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised the cover page to clarify that the funds the holding company uses are from investors purchasing
its ordinary shares.

Part II

Item 7, page II-1

3)  We note your
response to prior comment 10. We further note your revised disclosure indicating that transactions occurring on January 28, 2022 and
February 28, 2022, which you note “were not registered under the Securities Act in reliance on an exemption from registration set
forth in Section 4(a)(2),” were subsequently “registered on May 5, 2022.” As this registration statement relates to
your initial public offering of your ordinary shares and Item 7 describes issuances that you believe are exempt from registration under
the Securities Act, please advise why you describe these issuances as “registered.” Additionally, please disclose the consideration
received for each issuance listed in Item 7, further to the prior comment. Refer to Item 701(c) of Regulation S-K.

RESPONSE: We note the Staff’s comment
and respectfully clarify that we revised the disclosure that these issuances were “completed” on May 5, 2022. We also added
the consideration received for each issuance on page II-1.

Exhibits

4)  Please advise
why you removed prior Exhibit 10.15, the “English Translation of form Termination Agreement between Beijing Lianghua Technology
Co., Limited and each shareholder of Youjiayoubao (Beijing) Technology Limited,” as an exhibit to your registration statement.
Please include the agreement as an exhibit to your registration statement or advise.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that the English translation of the form of termination agreement were removed by mistake. We have add
it back as Exhibit 10.18.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or
yly@orllp.legal.

    U-BX Technology Ltd.

    /s/ Miingfei Liu

    Name:
    Mingfei Liu

    Title:
    Chief Operating Officer

United States securities and exchange commission logo
July 14, 2022
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 4 to Registration Statement on Form F-1
Filed July 1, 2022
File No. 333-262412
Dear Mr. Liu:
            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 June 16, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-1 filed July 1, 2022
Cover page
1.We note your response to prior comment 3 and disclosure that there were three cash
transfers on separate dates in August 2021.  However, your tabular presentation added to
your cover page and elsewhere lists two items described as transfer "No. 1" and transfer
"No. 2."  Please clarify your tabular presentation to reflect the three transfers or advise.
2.We note your disclosure that the holding company "pays for its operating expenses from
funds received from its investors."  Please clarify whether these funds are from purchases
of your ordinary shares by your investors or clarify whether there are other loan

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 July 14, 2022 Page 2
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
July 14, 2022
Page 2
agreements or financing arrangements whereby your investors have loaned you funds to
pay your operating expenses.  Please advise or revise your disclosure accordingly.
Part II
Item 7, page II-1
3.We note your response to prior comment 10.  We further note your revised disclosure
indicating that transactions occurring on January 28, 2022 and February 28, 2022, which
you note "were not registered under the Securities Act in reliance on an exemption from
registration set forth in Section 4(a)(2)," were subsequently "registered on May 5, 2022."
As this registration statement relates to your initial public offering of your ordinary shares
and Item 7 describes issuances that you believe are exempt from registration under the
Securities Act, please advise why you describe these issuances as "registered."
Additionally, please disclose the consideration received for each issuance listed in Item 7,
further to the prior comment.  Refer to Item 701(c) of Regulation S-K.
Exhibits
4.Please advise why you removed prior Exhibit 10.15, the "English Translation of form
Termination Agreement between Beijing Lianghua Technology Co., Limited and each
shareholder of Youjiayoubao (Beijing) Technology Limited," as an exhibit to your
registration statement.  Please include the agreement as an exhibit to your registration
statement or advise.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

U-BX Technology Ltd.

Zhongguan Science and Technology Park

No.1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

July 1, 2022

Via Electronic Mail

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

    Re:
    U-BX Technology Ltd. (the “Company”)

To whom it may concern:

This letter is in response to the letter dated
June 16, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to U-BX
Technology Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment”) is
being submitted to accompany this letter.

Amendment No. 3 to Registration Statement on Form F-1

Cover Page

 1) We
note your revised disclosure that “[c]ertain individual investors are paying for the holding company’s operation expenses.”
Please advise if these amounts are reflected in your disclosures about “Related Party Transactions” on page 111. If not, please
advise or make the appropriate disclosures. Please also confirm that the amounts due to related parties on page 111 are disclosed as
of the latest practicable date. In that regard, we note that on page 111 you state that $117,109 is due to Mr. Jian Chen as of both the
date of the prospectus and as of June 30, 2021. However, on page F-38, you state that $168,720 is due to Mr. Jian Chen as of December
31, 2021. Please reconcile or advise.

RESPONSE: We note the Staff’s comment
and respectfully advise that we confirm that we have updated “Related Party Transactions” to incorporate transactions as of
the date of this prospectus. We respectfully clarify to the Staff that the holding company pays for its operating expenses from the funds
received from its investors, who are not related parties to the Company. Such investors agreements have been disclosed under Part II,
Item 7 of the Amendment . We have also revised page 111 to reconcile the amount discrepancy by adding that as of December 31, 2021, $168,720
is due to Mr. Jian Chen.

 2) We
note your response to prior comment 2. On your cover page you say that U-BX “may rely on dividends and other distributions.”
However, on pages 5, 64, and 65 you say “U- BX relies on dividends paid by its subsidiaries for its working capital and cash needs.”
As no such dividends or distributions have been made to date based on your disclosure, please revise your disclosures on pages 5, 64,
and 65 to say that U-BX “may rely” on dividends and other distributions or advise.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised the disclosure on page 5, 64 and 65 to clarify that the Company may rely on dividends and
other distributions for its working capital and cash needs.

 3) We
note your revised disclosure that “[a]s of the date of this prospectus, there has been no cash transfer between the holding company,
its subsidiaries, or to investors.” Please revise this sentence on your cover page to state, if true, that there have been no “transfers,
dividends, or distributions between the holding company, its subsidiaries, or to investors” or advise. Refer to comment 4 of the
Staff’s “Sample Letter to China Based Companies” published on December 20, 2021.

RESPONSE: We note the Staff’s comment
and respectfully advise that there has not been any dividends or distributions between the holding company, its subsidiaries or to investors.
However, there have been three occurrences of cash transfers among the Company’s subsidiaries, all for the purpose of testing if
the bank accounts set up for those entities are viable. We have revised the F-1/A to reflect the cash transfers on the cover page, page
5 and page 65 of the Amendment.

Selected Condensed Consolidated Financial Data,
page 17

 4) We
note your response to prior comment 6. Please revise to include prominent disclosure similar to footnote 1 in the introductory paragraph
of this section. Explain why you appear to include duplicative tables of the selected condensed consolidating financial data for each
period presented. Revise to remove the “Share of income from VIEs” and elimination adjustments in your unaudited condensed
consolidating statements of operations information for the six months ended December 31, 2020. Since the commencement of the contractual
arrangements with the VIEs did not begin until August 16, 2021. In addition, explain why you include an elimination adjustment in your
unaudited condensed consolidating balance sheets information as of June 30, 2021.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the page 17 to add a prominent disclosure similar to footnote 1, removed the duplicative
table, and removed the “Share of income from VIEs” as well as the elimination adjustment in the consolidating balance sheets
information as of June 30, 2021, and in the consolidating statements of operations information for the six months ended December 31, 2020.

5) We note that your tables of selected condensed consolidating
financial data include columns labeled as “VIEs” for the fiscal years ended June 30, 2021 and 2020 and the six months ended
December 31, 2020. Please revise your columns labeled as VIEs for these periods since the contractual arrangements with WFOE and VIEs
did not exist until August 16, 2021. For example, consider revising your disclosures to label these columns as “Pre-VIEs” or
“Operating Subsidiaries”.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised the column labels to “Operating Subsidiaries” for the financial statements ended
June 30, 2021, June 30, 2020 and December 31, 2020 on page 17 of the Amendment.

Our contractual arrangements were governed
by PRC law. . . , page 26

 6) We
note your response to prior comment 7. We also note your disclosure that “All the agreements under our contractual arrangements
were governed by PRC law and provide for the resolution of disputes through arbitration in China.” Please revise your disclosure
to also address risks related to contracts that “are” governed by PRC law that you currently have in place and are subject
to arbitration or advise. For example, we note the form of employment agreement you have filed as Exhibit 10.6 provides for arbitration.
Please also file a copy of each employment agreement you have entered into with your executive officers as exhibits to your registration
statement. Refer to Item 601(b)(10)(iii) of Regulation S-K.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised the disclosure to address risks related to contracts that are currently governed by PRC law
and are subject to arbitration. In addition, we have also filed copies of the employment agreements between the Company and its CEO, CFO
and COO as exhibits to the Amendment.

    2

We may become subject to a variety of laws and regulations
in the PRC regarding privacy..., page 33

 7) We
note your response to prior comment 5. Your revised disclosure on page 34 states that your “PRC subsidiaries currently have obtained
all material permissions and approvals required for our operations in compliance with the relevant PRC laws and regulations in the PRC,
including the business license.” However, on page 16 you state that “U-BX China, U-BX HK, RDYJ, Jiangsu Jingmo, Jiangsu YJYC
and Lianghua Technology have obtained all permissions and approvals to operate their respective business.” Please remove the materiality
qualifier on page 34—refer to comment 8 of the Staff’s “Sample Letter to China Based Companies” published on
December 20, 2021—or advise.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised page 34 to reconcile and clarify that the Company and its subsidiaries have obtained all
required permissions and approvals.

Taxation, page 127

 8) Please
identify the names of your PRC counsel and Cayman Islands counsel referred to in the first paragraph of this section.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised page 127 to disclose the names of our PRC counsel and Cayman Islands counsel.

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies
Revenue

recognition, page F-13

 9) We
note from your response to prior comment 11 that the fees you received directly from the insurance companies are based on the unit price
multiplied by the quantity purchased by your customers. Please help us better understand the fees you receive directly from the insurance
companies. In this respect, tell us whether you or the insurance companies directly pay the third-party service providers for the value-added
services.

RESPONSE: We note the Staff’s comment and respectfully
advise that the insurance companies pay directly to us, and we pay directly to the third-party service providers for the value-added services.
The demand of our clients (insurance companies) for value-added services is personalized and diversified, based on which we choose third
party service providers and customize the suitable service scheme for insurance companies.

Part II

Item 7, page II-1

 10) We
note your disclosure that on May 5, 2022, the Company issued 1.5 million ordinary shares at par value of $0.0001 to all fourteen existing
shareholders and two new investors. Please revise this section to reflect this issuance or advise. Please also revise to indicate the
amount of consideration received for each of the noted sales of unregistered securities during the past three years. Refer to Item 7
of Form F-1 and Item 701 of Regulation S-K for further guidance.

RESPONSE: We note the Staff’s comment
and our PRC counsel respectfully advises that we have revised to add the disclosure of unregistered securities sale under Item 7
of the Registration Statement on page II-1.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or
yly@orllp.legal.

    U-BX Technology Ltd.

    /s/ Mingfei Liu

    Name:
    Mingfei Liu

    Title:
    Chief Operating Officer

3

United States securities and exchange commission logo
June 16, 2022
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed June 1, 2022
File No. 333-262412
Dear Mr. Liu:
            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 May 18, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-1
Cover Page
1.We note your revised disclosure that "[c]ertain individual investors are paying for the
holding company’s operation expenses."  Please advise if these amounts are reflected in
your disclosures about "Related Party Transactions" on page 111.  If not, please advise or
make the appropriate disclosures.  Please also confirm that the amounts due to related
parties on page 111 are disclosed as of the latest practicable date.  In that regard, we note
that on page 111 you state that $117,109 is due to Mr. Jian Chen as of both the date of the
prospectus and as of June 30, 2021.  However, on page F-38, you state that $168,720 is
due to Mr. Jian Chen as of December 31, 2021.  Please reconcile or advise.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 June 16, 2022 Page 2
 FirstName LastNameMingfei Liu
U-BX Technology Ltd.
June 16, 2022
Page 2
2.We note your response to prior comment 2.  On your cover page you say that U-BX "may
rely on dividends and other distributions."  However, on pages 5, 64, and 65 you say "U-
BX relies on dividends paid by its subsidiaries for its working capital and cash needs."  As
no such dividends or distributions have been made to date based on your disclosure,
please revise your disclosures on pages 5, 64, and 65 to say that U-BX "may rely" on
dividends and other distributions or advise.
3.We note your revised disclosure that "[a]s of the date of this prospectus, there has been no
cash transfer between the holding company, its subsidiaries, or to investors."  Please
revise this sentence on your cover page to state, if true, that there have been no "transfers,
dividends, or distributions between the holding company, its subsidiaries, or to investors"
or advise.  Refer to comment 4 of the Staff’s “Sample Letter to China Based Companies”
published on December 20, 2021.
Selected Condensed Consolidated Financial Data, page 17
4.We note your response to prior comment 6.  Please revise to include prominent disclosure
similar to footnote 1 in the introductory paragraph of this section.  Explain why you
appear to include duplicative tables of the selected condensed consolidating financial data
for each period presented.  Revise to remove the "Share of income from VIEs" and
elimination adjustments in your unaudited condensed consolidating statements of
operations information for the six months ended December 31, 2020
since the commencement of the contractual arrangements with the VIEs did not begin
until August 16, 2021.  In addition, explain why you include an elimination adjustment in
your unaudited condensed consolidating balance sheets information as of June 30, 2021.
5.We note that your tables of selected condensed consolidating financial data include
columns labeled as "VIEs" for the fiscal years ended June 30, 2021 and 2020 and the
six months ended December 31, 2020. Please revise your columns labeled as VIEs for
these periods since the contractual arrangements with WFOE and VIEs did not exist until
August 16, 2021. For example, consider revising your disclosures to label these columns
as "Pre-VIEs" or "Operating Subsidiaries".
Our contractual arrangements were governed by PRC law. . . , page 26
6.We note your response to prior comment 7.  We also note your disclosure that "All the
agreements under our contractual arrangements were governed by PRC law and provide
for the resolution of disputes through arbitration in China."  Please revise your disclosure
to also address risks related to contracts that "are" governed by PRC law that you
currently have in place and are subject to arbitration or advise.  For example, we note the
form of employment agreement you have filed as Exhibit 10.6 provides for arbitration.
Please also file a copy of each employment agreement you have entered into with your
executive officers as exhibits to your registration statement.  Refer to Item 601(b)(10)(iii)
of Regulation S-K.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 June 16, 2022 Page 3
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
June 16, 2022
Page 3
We may become subject to a variety of laws and regulations in the PRC regarding privacy...,
page 33
7.We note your response to prior comment 5.  Your revised disclosure on page 34 states that
your "PRC subsidiaries currently have obtained all material permissions and approvals
required for our operations in compliance with the relevant PRC laws and regulations in
the PRC, including the business license."  However, on page 16 you state that "U-BX
China, U-BX HK, RDYJ, Jiangsu Jingmo, Jiangsu YJYC and Lianghua Technology have
obtained all permissions and approvals to operate their respective business."  Please
remove the materiality qualifier on page 34—refer to comment 8 of the Staff’s “Sample
Letter to China Based Companies” published on December 20, 2021—or advise.
Taxation, page 127
8.Please identify the names of your PRC counsel and Cayman Islands counsel referred to in
the first paragraph of this section.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue recognition, page F-13
9.We note from your response to prior comment 11 that the fees you received directly from
the insurance companies are based on the unit price multiplied by the quantity purchased
by your customers.  Please help us better understand the fees you receive directly from the
insurance companies.  In this respect, tell us whether you or the insurance companies
directly pay the third-party service providers for the value-added services.
Part II
Item 7, page II-1
10.We note your disclosure that on May 5, 2022, the Company issued 1.5 million ordinary
shares at par value of $0.0001 to all fourteen existing shareholders and two new investors.
Please revise this section to reflect this issuance or advise.  Please also revise to indicate
the amount of consideration received for each of the noted sales of unregistered securities
during the past three years.  Refer to Item 7 of Form F-1 and Item 701 of Regulation S-K
for further guidance.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 June 16, 2022 Page 4
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
June 16, 2022
Page 4
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

U-BX Technology Ltd.

Zhongguan Science and Technology Park

No.1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

June 1, 2022

Via Electronic Mail

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

    Re:
    U-BX Technology Ltd. (the “Company”)

To whom it may concern:

This letter is in response to the letter dated
May 18, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to U-BX
Technology Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment”) is
being submitted to accompany this letter.

Amendment No. 2 to Registration Statement on
Form F-1

Cover page

    1)
    We note your response to prior comment 2. Please confirm that any references to U-BX Technology Limited refer to U-BX Technology Ltd. or “U-BX”.

RESPONSE: We note the Staff’s comment
and respectfully advise that have revised on the cover page that any references to any references to “we”, “us”,
“our Company,” “the Company,” or “our” are to U-BX Technology Ltd. (“U-BX”) and its
subsidiaries. We have removed the reference to U-BX Technology Limited and replaced it with “U-BX Technology Ltd.”.

    2)
    We note your response to prior comment 3. State on your cover page whether any transfer have been made to date between the holding company, its subsidiaries, or to investors. Refer to comment 4 of the Staff’s “Sample Letter to China Based Companies” published on December 20, 2021 (the “Staff’s Letter”).  We also note your disclosure on page 5 that says "U-BX relies on dividends paid by its subsidiaries for its working capital and cash needs."  Please clarify this sentence as you state elsewhere that no dividends or other transfers have been made to date.

RESPONSE: We note the Staff’s comment
and respectfully advise that have stated on our cover page that no cash transfer has been made to date between the holding company, its
subsidiaries or to investors; we have also clarified that no dividends or other transfers have been made to date on the cover page. The
holding company has limited operation and operation expenses, which was paid by certain investors of the Company.

Prospectus Summary, page 1

    3)
    Please revise your disclosure on page 1 to remove the exclusion of Hong Kong and Macau from the definition of the PRC and China.  Please disclose the percentage of your revenues derived from Hong Kong (and Macau to the extent material) for the periods presented and include corresponding disclosure in the prospectus summary.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised our disclosure on page 1 to remove the exclusion of Hong Kong and Macau from the definition
of the PRC and China. We have also disclosed that all of our revenue was and will continue to be derived from mainland China, and none
of our revenue was derived from Hong Kong or Macau on page 2.

PRC Limitations on Overseas Listing, page 14

    4)
    We note your response to prior comment 5.  Please disclose in your prospectus, if true, that you are not required to obtain permission or approval from the government of China to offer the securities being registered to foreign investors.  Refer to comment 8 of the Staff's Letter.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we are not required to obtain permission or approval from the Chinese government to offer the securities
being registered to foreign investors. We have expanded our relevant disclosure as well on page 15 of the Amendment.

Permission Required from the PRC Authorities, page 16

    5)

    We note your response to prior comment 7. The risk factor
    you cross-reference on page

    17 appears to have a different title, referring to "Risks
    Relating to Doing Business in China." Further, please revise the risk factor you cross-reference so that it describes 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.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised our disclosure on page 17 of the Amendment and the corresponding risk factor section on page
31 of the Amendment to discuss the risk if we or our subsidiaries do not receive or maintain any permission or approvals or inadvertently
conclude that such permission or approvals are not requires or when applicable laws, regulations tightened.

Selected Condensed Consolidated Financial Data, page
17

    6)
    We note your response to prior comment 9.   Please revise the tables to show no activity or balances with the VIEs until commencement of the contractual arrangements with the VIEs.  Please add footnote disclosures to explain why the investment or share of income/(loss) from VIEs are not included in your schedules.  In addition, please revise your footnote No. 16 to be consistent with the commencement of your reorganization and the inception of your Parent.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised the tables to show no activity or balances with the VIEs until commencement of the contractual
arrangements with the VIEs. We also added a footnote disclosure to further the explanation.

Our contractual arrangements were
governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law..., page 23

    7)
    We note your response to prior comment 11.  To the extent you continue to have contracts that are governed by PRC law, please expand this risk factor so that it also includes risks associated with those contracts or tell us why this is not required.  For example, advise if you have current contracts that are governed by PRC law that provide for the resolution of disputes through arbitration in China, which may be subject to the same risks you disclose in your risk factor.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have expanded the risk factor to include the risks associated with having contracts that are governed
by PRC and contracts that provide for the resolution of disputes through arbitration in China on page 23 of the Amendment.

    2

Because our business is conducted in RMB and the price
of our ordinary shares is quoted in United States dollars, changes..., page 28

    8)
    We note your response to prior comment 12 and your disclosure on page 28 stating that "Any significant revaluation of the RMB may materially and adversely affect our cash flows, revenue and financial condition. . . . Changes in the conversion rate between the United States dollar and the RMB will affect that amount of proceeds we will have available for our business."  Please expand the caption to this risk factor to include the risk of any significant revaluation or conversion rate change on your business.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised the caption to this risk factor to “Because our business is conducted in RMB and
the price of our ordinary shares is quoted in United States dollars, changes in currency conversion rates may affect the value of
your investments. Any significant revaluation of the RMB may materially and adversely affect our cash flows, revenue and financial condition.
Changes in the conversion rate between the United States dollar and the RMB will affect that amount of proceeds we will have available
for our business.” on page 28 of this Amendment.

Regulations on Foreign Investment in China, page 93

    9)
    We note your response to prior comment 10.  Please disclose in your prospectus whether your business is in an industry on the 2022 Negative List or involves or operates in either a “restricted” or “prohibited” industry.

RESPONSE: We note the Staff’s comment and respectfully
advise the Staff that we have disclosed in the prospectus that our business is not in an industry on the 2022 Negative List, and does
not involve or operate in either a “restricted” or “prohibited” industry on page 93 of the Amendment.

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13

    10)
    Please clarify your response to prior comment 15 that indicates if you confirm the completion of digital promotion services with the supplier first, and your customer later informs you that the service is not satisfactory and refuses to accept the services, you will face inventory risks. That is, clarify the inventory risk you face. Explain why you have inventory risk since your response indicates that you effectively eliminate such inventory risks by always making sure the customers accept the relevant service before confirming the completion of services with your suppliers.  Explain whether you receive payments directly from the insurance companies for your digital promotion services on third party websites, including pay for performance marketing services whereby customers are charged based on effective clicks on their insurance product information, and display advertising services that allow customers to place advertisements on various websites.  In this respect, describe whether you or the insurance companies directly pay the third-party websites for their services.  Describe how the fees are determined and whether there are revenue sharing arrangements for promotion services on third-party websites.  Tell us whether you bid for ad placements on various social media platforms and third-party websites.

RESPONSE: We note the Staff’s comment,
and respectfully advise the Staff that:

1). We do not face inventory risk for the digital
promotion services business section, because we confirm with our clients the completion of digital promotion services first, and we only
pay the suppliers after the promotion service has been accepted by our clients.

2). We receive fees from our clients (insurance
companies) directly for our digital promotion services, and we directly pay the third party agent (our suppliers) for their services.
The third party agents work in wholesale and therefore offer us better price for obtaining traffic compared to websites which sell traffic
for promotion. For the same reason, we do not bid for ad placement on social media platforms and websites.

3). Our clients (insurance companies) do not directly
pay third party websites for promotion services, but rather use our promotion services, because our services are better tailored to insurance
companies’ need by matching more accurate and efficient promotion scenes and traffic for insurance companies. We enter into contracts
with third-party advertising agent, who act on our behalf only while providing promotion services. We negotiate with our supplier to determine
the cost price of a single click, which then multiplies by the number of clicks. The result will be the final number we pay to the supplier.
Our negotiation will comprehensively consider the market price, the discount of bilateral cooperation, the price we charged from our customers
and other factors.

4). We do not have revenue sharing arrangements
for promotion services on third-party websites.

    3

    11)
    We also note your response to prior comment 15 related to the value-added services. Please explain in greater detail why you have inventory risk when there are no return and compensation terms from the insurance companies (your customers) who purchase valueadded services.  Explain whether the third-party service providers are entitled to compensation if the service code cannot be used or the customer is dissatisfied with the service.  Help us better understand how the fees are determined for the value-added services you receive directly from the insurance companies.

RESPONSE: We note the Staff’s comment
and respectfully advise that:

1). We do not face inventory risk because we confirm
with customer first that the service code of value-added services was accepted to recognize revenue, and only confirm with the supplier
after the service is accepted by the customer. In addition, there is no return/compensation clause in the contract we have with our clients.

2). The car owners get the value-added service
code for free. If they are not satisfied with the use, the car owners will not complain to the third-party service provider, but to the
insurance companies. The insurance companies (our clients) will then inform us. Therefore, the third-party service provider will not be
liable and are not entitled to compensation if the service code cannot be used or the customer is dissatisfied with the service. We will
terminate partnership with a service provide if we receive too many complaints on their services.

3). We investigate the market prices of various value-added services
for car owners in different regions, and then negotiate with customers to determine the unit price of various value-added services for
car owners based on this price. The fees we received directly from the insurance companies are based on the unit price multiplied by the
quantity purchased by our customers.

Note 15. Subsequent Events, page F-23

    12)
    We note your response to prior comment 17.  Please revise your disclosures to clarify that the third party’s promise to contribute RMB 40,428.54 (approximately US$6,258) to UBX China was transferred to Lianghua Technology.  Your revised disclosures should also clarify that pursuant to U-BX China’s bylaws, Lianghua Technology can make the contribution at any time on or before December 31, 2028 and if true, as of the date hereof, neither party has received the contribution.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised our disclosure on Page F-23 of the Amendment to clarify that the third party investor’s
promise to contribute RMB 40,428.54 (approximately US$6,258) to U-BX China was transferred to Lianghua Technology. Pursuant to U-BX China’s
bylaws, Lianghua Technology can make the contribution at any time on or before December 31, 2028. As of the date of this Amendment, neither
Lianghua Technology nor U-BX China has received the contribution.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or
yly@orllp.legal.

    U-BX Technology Ltd.

    /s/ Miingfei Liu

    Name:
    Mingfei Liu

    Title:
    Chief Operating Officer

4

United States securities and exchange commission logo
May 18, 2022
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed April 27, 2022
File No. 333-262412
Dear Mr. Liu:
            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 8, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-1
Cover page
1.We note your response to prior comment 2.  Please confirm that any references to U-BX
Technology Limited refer to U-BX Technology Ltd. or "U-BX."
2.We note your response to prior comment 3.  State on your cover page whether
any transfers have been made to date between the holding company, its subsidiaries, or to
investors.  Refer to comment 4 of the Staff’s “Sample Letter to China Based Companies”
published on December 20, 2021 (the “Staff’s Letter”).  We also note your disclosure on
page 5 that says "U-BX relies on dividends paid by its subsidiaries for its working capital

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 May 18, 2022 Page 2
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
May 18, 2022
Page 2
and cash needs."  Please clarify this sentence as you state elsewhere that no dividends or
other transfers have been made to date.
Prospectus Summary, page 1
3.Please revise your disclosure on page 1 to remove the exclusion of Hong Kong and Macau
from the definition of the PRC and China.  Please disclose the percentage of your
revenues derived from Hong Kong (and Macau to the extent material) for the periods
presented and include corresponding disclosure in the prospectus summary.
PRC Limitations on Overseas Listing, page 14
4.We note your response to prior comment 5.  Please disclose in your prospectus, if true,
that you are not required to obtain permission or approval from the government of
China to offer the securities being registered to foreign investors.  Refer to comment 8 of
the Staff's Letter.
Permission Required from the PRC Authorities, page 16
5.We note your response to prior comment 7.  The risk factor you cross-reference on page
17 appears to have a different title, referring to "Risks Relating to Doing Business in
China."  Further, please revise the risk factor you cross-reference so that it describes 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.
Selected Condensed Consolidated Financial Data, page 17
6.We note your response to prior comment 9.   Please revise the tables to show no activity
or balances with the VIEs until commencement of the contractual arrangements with the
VIEs.  Please add footnote disclosures to explain why the investment or share of
income/(loss) from VIEs are not included in your schedules.  In addition, please revise
your footnote No. 16 to be consistent with the commencement of your reorganization and
the inception of your Parent.
Our contractual arrangements were governed by PRC law. Accordingly, these contracts would be
interpreted in accordance with PRC law..., page 23
7.We note your response to prior comment 11.  To the extent you continue to have contracts
that are governed by PRC law, please expand this risk factor so that it also includes risks
associated with those contracts or tell us why this is not required.  For example, advise if
you have current contracts that are governed by PRC law that provide for the resolution of
disputes through arbitration in China, which may be subject to the same risks you disclose
in your risk factor.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 May 18, 2022 Page 3
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
May 18, 2022
Page 3
Because our business is conducted in RMB and the price of our ordinary shares is quoted in
United States dollars, changes..., page 28
8.We note your response to prior comment 12 and your disclosure on page 28 stating that
"Any significant revaluation of the RMB may materially and adversely affect our cash
flows, revenue and financial condition. . . . Changes in the conversion rate between the
United States dollar and the RMB will affect that amount of proceeds we will have
available for our business."  Please expand the caption to this risk factor to include the risk
of any significant revaluation or conversion rate change on your business.
Regulations on Foreign Investment in China, page 93
9.We note your response to prior comment 10.  Please disclose in your prospectus whether
your business is in an industry on the 2022 Negative List or involves or operates in either
a “restricted” or “prohibited” industry.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13
10.Please clarify your response to prior comment 15 that indicates if you confirm the
completion of digital promotion services with the supplier first, and your customer later
informs you that the service is not satisfactory and refuses to accept the services, you will
face inventory risks. That is, clarify the inventory risk you face. Explain why you
have inventory risk since your response indicates that you effectively eliminate such
inventory risks by always making sure the customers accept the relevant service before
confirming the completion of services with your suppliers.  Explain whether you receive
payments directly from the insurance companies for your digital promotion services on
third party websites, including pay for performance marketing services whereby
customers are charged based on effective clicks on their insurance product information,
and display advertising services that allow customers to place advertisements on various
websites.  In this respect, describe whether you or the insurance companies directly pay
the third-party websites for their services.  Describe how the fees are determined
and whether there are revenue sharing arrangements for promotion services on third-party
websites.  Tell us whether you bid for ad placements on various social media platforms
and third-party websites.
11.We also note your response to prior comment 15 related to the value-added services.
Please explain in greater detail why you have inventory risk when there are no return and
compensation terms from the insurance companies (your customers) who purchase value-
added services.  Explain whether the third-party service providers are entitled to
compensation if the service code cannot be used or the customer is dissatisfied with the
service.  Help us better understand how the fees are determined for the value-added
services you receive directly from the insurance companies.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 May 18, 2022 Page 4
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
May 18, 2022
Page 4
Note 15. Subsequent Events, page F-23
12.We note your response to prior comment 17.  Please revise your disclosures to clarify that
the third party’s promise to contribute RMB 40,428.54 (approximately US$6,258) to U-
BX China was transferred to Lianghua Technology.  Your revised disclosures should also
clarify that pursuant to U-BX China’s bylaws, Lianghua Technology can make the
contribution at any time on or before December 31, 2028 and if true, as of the date hereof,
neither party has received the contribution.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

U-BX Technology Ltd.

Zhongguan Science and Technology Park

No.1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

April 27, 2022

Via Electronic Mail

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

    Re:
    U-BX Technology Ltd. (the “Company”)

To whom it may concern:

This letter is in response to the letter dated
April 8, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to U-BX
Technology Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment”) is
being submitted to accompany this letter.

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

General

    1)
    Please explain to us the reasons why you initially entered into the VIE structure and the facts and circumstances that led you to reevaluate the need for the VIE structure and which led to the dissolution of your VIE structure, including any changes in PRC law or regulations that may have prompted this change.

RESPONSE: We note the Staff’s
comment and respectfully advise that we initially adopted VIE structure because the VIE structure was  used by many China-based companies seeking to list
in the United States. Despite that we are not impacted by the Negative List, we followed this conventional option and use the VIE
structure. The Chinese securities laws does not differentiate a VIE structure and an equity holding structure when it comes to
overseas listing, however, we were concerned about the risk of future changes in the Chinese securities laws that may disallow the VIE structure, which would
cause us to change the way we operate our business and the value of our ordinary shares would depreciate or become worthless. In
addition, we believe that an equity holding structure is in the best interest
of us and our shareholders. Therefore, we decided to dissolve the VIE structure.

    2)
    We note you removed language from your cover page describing how you will refer to the entities throughout your disclosure. Clearly disclose on your prospectus cover page how you will refer to the holding company and its 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. Clearly state what references to “we”, “us”, “our Company”, “the Company”, or “our” are intended to refer to in your prospects.

RESPONSE: We note the Staff’s comment
and respectfully advise that we added on the cover page that “we”, “us”, “our Company”, “the
Company” or “our” are to the ultimate holding company and its subsidiarie, and clarified on the cover page that U-BX
China and its subsidiaries, Jiangsu Jingmo Technology Co., Ltd., Jiangsu Youjiayouche Technology Co., Ltd. and Rudongyoujia Smart Technology
Co., Ltd. conduct business operations, and there is no business or product division/concentration among all the subsidiaries.

    3)
    We note your disclosure regarding the transfer of cash throughout your corporate structure. However, your disclosure does not appear to address whether any “transfers” have occurred to date. Refer to comment 4 of the Staff’s “Sample Letter to China Based Companies” published on December 20, 2021 (the “Staff’s Letter”). Expand your disclosure to state whether any transfers, dividends or distributions have been made to date between or among the holding company, its subsidiaries, or to investors and quantify such amounts where applicable. Please also disclose whether you have cash management policies and procedures that dictate how funds are transferred, and if so, describe these policies and procedures.

RESPONSE: We note the Staff’s comment and respectfully advise that no cash
flow or transfers of other assets has occurred between the holding company and its subsidiaries as of the date hereof. We have added on
the cover page, page 5 and page 62 of the Amendment that our management monitors the cash position of each entity within our organization
regularly and prepare budgets on a monthly basis to ensure each entity has the necessary funds to fulfill its obligation for the foreseeable
future and to ensure adequate liquidity. In the event that there is a need for cash or a potential liquidity issue, it will be reported
to our Chief Financial Officer and subject to approval by our board of directors, we will enter into an intercompany loan for the subsidiary.

Transfer of Cash to and from our subsidiaries,
page 4

    4)
    Quantify any cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries and provide the direction of transfer. Refer to comment 9 of the Staff’s Letter. Make any necessary changes here to reflect those made to your cover page.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that no cash flow or transfers of other assets has occurred between the holding company and its subsidiaries
as of the date hereof. We added the cash management policies on page 5 and page 62 of the Amendment.

PRC Limitations on Overseas listing, page 15

    5)
    We note your disclosure that, as of the date of your prospectus, you have not been required to obtain permission from the government of China for any offering, and, with respect to the Draft Rules Regarding Overseas Listings, believe that “none of the situations that would clearly prohibit overseas offering and listing applies to us.” To support these conclusions, you state that you are relying on an opinion of your PRC counsel. However, counsel’s opinion, filed as Exhibit 99.1, does not appear to address the Draft Rules Regarding Overseas Listings and notes that its “opinions are limited to PRC Laws of general application on the date hereof.” While you note in your disclosure “that there is uncertainty in relying on an opinion of counsel in connection with draft legislation as the final version may be materially different and/or that the implementing regulations have yet to be promulgated,” it does not appear that the opinion contemplates the draft legislation you refer to in the registration statement. Please advise how you are relying on counsel’s opinion for these statements and clarify your disclosure as appropriate. Further, please note that comment number 8 of the Staff’s Letter asks for disclosure of any permission or approval that you “are required to obtain” from Chinese authorities. Your disclosure states that you “have not been required to obtain permission from the government of China for any offering pursuant to this prospectus,” but please revise so that your disclosure is not limited to discussing approvals or permissions that you would have been required to obtain in the past.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised our disclosure on page 15 and 36 of the Amendment that we relied on the advice of our PRC
counsel. Since the draft rules are not final and may evolve, our PRC counsel has not included their opinion regarding the evolving draft
rules, in order to avoid any potential conflicts with the final rules.

We have also revised our
disclosure on page 15 and 36 of the Amendment that we are not required to obtain permission from the government of China for any offering.

    2

Permission Required from the PRC Authorities,
page 17

    6)
    We note your response to prior comment 1 and disclosure that each of your PRC Operating Entities “has obtained all permissions and approvals to operate its respective business.” We also note that the definition of “PRC Operating Entities” does not include all of your subsidiaries in the PRC, including “Beijing Lianghua Technology Co., Limited.” Refer to comment number 8 of the Staff’s Letter, which says to include disclosure of each permission or approval that “you” or “your subsidiaries” are required to obtain from Chinese authorities to operate your business and to offer the securities being registered to foreign investors. Please advise or revise your disclosure as appropriate.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised our disclosure accordingly on page 17 of the Amendment to include Beijing Lianghua.

    7)
    Please include “permissions” in your disclosure here discussing the consequences that may result if you or your subsidiaries do not receive or maintain the required approvals, or inadvertently conclude that such approvals (or permissions) are not required, or applicable laws, regulations, or interpretations change. This should also be discussed in your Risk Factors section that begins on page 22. Add a cross-reference here to the more detailed discussion of these risks. Refer to comment 8 of the Staff’s Letter.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised our disclosure on page 17 of the Amendment to add “permission” and a cross-reference
to the more detailed discussion of the risks.

Selected Condensed Consolidated Financial Data,
page 17

    8)
    We note your tables present the Selected Condensed Consolidated Financial Data. Please revise your applicable disclosures to “Selected Condensed Consolidating Financial Data” instead of “Selected Condensed Consolidated Financial Data.”

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised the disclosure on page 17 of the Amendment to “Selected Condensed Consolidating Financial
Data”.

    9)
    We note that on July 23, 2021, U-BX HK formed its wholly owned subsidiary, Beijing Lianghua Technology Co., Ltd. (“WFOE”) in PRC and on August 16, 2021, WFOE entered into a series of contractual arrangements with the owners of U-BX China. Please revise your schedules to include zeros for the following: the Parent’s “Share of loss from Non-VIE subsidiaries”; the Non-VIE Subsidiaries “Share of loss from VIEs”; Parent’s “Investments in non-VIE subsidiaries”; Non-VIE Subsidiaries “Equity in VIEs through VIE agreements” and remove the elimination adjustments since the contractual arrangements with the WFOE and VIEs did not exist as of June 30, 2021. In this respect, the Parent and Non-VIE Subsidiaries should not show any investment or share of income/(loss) from VIE’s until commencement of the contractual arrangements with the VIEs. Please add footnote disclosures to explain the why the investment or share of income/(loss) from VIEs are not included in your schedules.

RESPONSE: We note the Staff’s
comment and respectfully advise that we believe the Company has basis to retroactively represent the consolidation to the earliest
period presented, since the VIE and the Parent Company are under common control of the same shareholders.

U-BX, through a restructuring which is accounted
for as a reorganization of entities under common control (the “Reorganization”), became the ultimate parent entity of its
subsidiaries and the variable interest entity (“VIE”), U-BX China. Accordingly, U-BX consolidates U-BX China’s operations,
assets, and liabilities. U-BX, its subsidiaries, VIE and VIE’s subsidiaries, are collectively hereinafter referred as the “Company”
for the purpose of this response.

The change in reporting entity requires retrospective combination of the entities for all periods presented as if the combination had
been in effect since inception of common control in accordance with the Statement of Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 250-10-45-21.

On August 16, 2021, U-BX WFOE entered a series
of contractual arrangements with the owners of U-BX China (Collectively “VIE Agreements”). Pursuant to the VIE Agreements,
WFOE has the exclusive right to provide U-BX China with comprehensive technical support, consulting services and other services in relation
to the Principal Business during the term of this Agreement. All the above contractual arrangements obligate WFOE to absorb most of the
risk of loss from business activities of U-BX China and entitle WFOE to receive a majority of their residual returns. In essence, WFOE
is the primary beneficiary of U-BX China and its subsidiaries and has gained effective control over U-BX China to receive all their expected
residual returns. Therefore, U-BX China should be considered as a VIE and consolidated under the FASB ASC 810 “Consolidation”.

U-BX together with its wholly owned subsidiaries
U-BX HK and U-BX WFOE and the VIE were effectively controlled by the same shareholders before and after the reorganization and therefore
the Reorganization is considered under common control. The consolidation of the Company has been accounted for at historical cost and
prepared on the basis as if the Reorganization had become effective as of the beginning of the first period presented in the consolidated
financial statements.

We also want to clarify for the Staff that we
have dissolved the VIE structure and U-BX China has become an indirect subsidiary of U-BX. We believe the risks to investors regarding
a VIE structure have been mitigated. Therefore, we respectfully suggest that we could keep the original disclosure by auditing principle.

    3

Our current corporate structure
and business operations may be substantially affected by the newly enacted Foreign Investment Law., page 22

    10)
    Please advise if the 2021 version of the Negative List is effective as of January 1, 2022. If so, make appropriate updates throughout your registration statement. Disclose whether your business involves or operates in either a “restricted” or “prohibited” industry or is otherwise covered by the “Negative List” such that foreign investment is limited or restricted.

RESPONSE: We note the Staff’s comment
and our PRC counsel respectfully advises that the 2021 version of the Negative List was effective as of January 1, 2022, and remained
effective until the 2022 Negative List was released on March 12, 2022. Our business does not involve or operate in either a “restricted”
or “prohibited” industry. We have revised our disclosure on page 93 of the Amendment.

Risk Factors, page 22

    11)
    We note you removed a risk factor previously titled “Our contractual arrangements are governed by PRC law.” Please advise if portions of this risk factor that did not relate solely to the VIE arrangements are still applicable to your other contractual arrangements that are governed by PRC law, given that your business operations are conducted in China.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised our disclosure accordingly to reflect general risk of having our contractual arrangements
governed by PRC laws on page 22 and 23 of the Amendment.

Because our business is conducted
in RMB and the price of our ordinary shares is quoted in United States dollars…, page 27

    12)

    We note you removed a risk factor
    that previously discussed how fluctuations in exchange rates could have a material and adverse effect on your results of operations. Please
    advise or consider expanding this risk factor to address those risks.

RESPONSE: We note the Staff’s
comment and respectfully advise that all of our revenues and most of our expenses are in RMB. We believe we are not subject to
exchange rate fluctuations.

You may experience difficulties
in effecting service of legal process, enforcing foreign judgments or bringing actions in China..., page 32

    13)
    We note you state on
    page 58 that a majority of your directors are located outside of the United States. Please expand this risk factor to address the
    difficulty of bringing actions against these individuals and enforcing judgments against them.

RESPONSE: We note the Staff’s comment
and respectfully advise that we have revised our disclosure accordi

United States securities and exchange commission logo
April 8, 2022
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed March 21, 2022
File No. 333-262412
Dear Mr. Liu:
            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 February 18, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
General
1.Please explain to us the reasons why you initially entered into the VIE structure and the
facts and circumstances that led you to reevaluate the need for the VIE structure and
which led to the dissolution of your VIE structure, including any changes in PRC law or
regulations that may have prompted this change.
Cover page
2.We note you removed language from your cover page describing how you will refer to the
entities throughout your disclosure.  Clearly disclose on your prospectus cover page how

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 April 8, 2022 Page 2
 FirstName LastNameMingfei Liu
U-BX Technology Ltd.
April 8, 2022
Page 2
you will refer to the holding company and its 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.
Clearly state what references to "we," "us," "our Company," "the Company," or "our" are
intended to refer to in your prospectus.
3.We note your disclosure regarding the transfer of cash throughout your corporate
structure.  However, your disclosure does not appear to address whether any "transfers"
have occurred to date.  Refer to comment 4 of the Staff's "Sample Letter to China Based
Companies" published on December 20, 2021 (the "Staff's Letter").   Expand your
disclosure to state whether any transfers, dividends, or distributions have been made to
date between or among the holding company, its subsidiaries, or to investors and quantify
such amounts where applicable.  Please also disclose whether you have cash management
policies and procedures that dictate how funds are transferred, and if so, describe these
policies and procedures.
Transfers of Cash to and from our subsidiaries, page 4
4.Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company and its subsidiaries and provide the direction of transfer.  Refer to
comment 9 of the Staff's Letter.  Make any necessary changes here to reflect those made
to your cover page.
PRC Limitations on Overseas Listing, page 15
5.We note your disclosure that, as of the date of your prospectus, you have not been
required to obtain permission from the government of China for any offering, and, with
respect to the Draft Rules Regarding Overseas Listings, believe that "none of the
situations that would clearly prohibit overseas offering and listing applies to us."  To
support these conclusions, you state that you are relying on an opinion of your PRC
counsel.  However, counsel's opinion, filed as Exhibit 99.1, does not appear to address
the Draft Rules Regarding Overseas Listings and notes that its "opinions are limited to
PRC Laws of general application on the date hereof."  While you note in your disclosure
"that there is uncertainty in relying on an opinion of counsel in connection with draft
legislation as the final version may be materially different and/or that the implementing
regulations have yet to be promulgated," it does not appear that the opinion contemplates
the draft legislation you refer to in the registration statement.  Please advise how you are
relying on counsel's opinion for these statements and clarify your disclosure as
appropriate.   Further, please note that comment number 8 of the Staff's Letter asks for
disclosure of any permission or approval that you "are required to obtain" from Chinese
authorities.  Your disclosure states that you "have not been required to obtain permission
from the government of China for any offering pursuant to this prospectus," but please
revise so that your disclosure is not limited to discussing approvals or permissions that
you would have been required to obtain in the past.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 April 8, 2022 Page 3
 FirstName LastNameMingfei Liu
U-BX Technology Ltd.
April 8, 2022
Page 3
Permission Required from the PRC Authorities, page 17
6.We note your response to prior comment 1 and disclosure that each of your PRC
Operating Entities "has obtained all permissions and approvals to operate its respective
business."  We also note that the definition of "PRC Operating Entities" does not include
all of your subsidiaries in the PRC, including "Beijing Lianghua Technology Co.,
Limited."  Refer to comment number 8 of the Staff's Letter, which says to include
disclosure of each permission or approval that "you" or "your subsidiaries" are required to
obtain from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors.  Please advise or revise your disclosure as appropriate.
7.Please include "permissions" in your disclosure here discussing the consequences that
may result if you or your subsidiaries do not receive or maintain the required approvals, or
inadvertently conclude that such approvals (or permissions) are not required, or applicable
laws, regulations, or interpretations change.  This should also be discussed in your Risk
Factors section that begins on page 22.  Add a cross-reference here to the more detailed
discussion of these risks.  Refer to comment 8 of the Staff's Letter.
Selected Condensed Consolidated Financial Data, page 17
8.We note your tables present the Selected Condensed Consolidated Financial Data.  Please
revise your applicable disclosures to “Selected Condensed Consolidating Financial Data”
instead of “Selected Condensed Consolidated Financial Data.”
9.We note that on July 23, 2021, U-BX HK formed its wholly owned subsidiary, Beijing
Lianghua Technology Co., Ltd. (“WFOE”) in PRC and on August 16, 2021, WFOE
entered into a series of contractual arrangements with the owners of U-BX China.  Please
revise your schedules to include zeros for the following:  the Parent’s “Share of loss
from Non-VIE subsidiaries”; the Non-VIE Subsidiaries "Share of loss from
VIEs";  Parent’s “Investments in non-VIE subsidiaries”; Non-VIE Subsidiaries "Equity in
VIEs through VIE agreements" and remove the elimination adjustments since the
contractual arrangements with the WFOE and VIEs did not exist as of June 30, 2021.  In
this respect, the Parent and Non-VIE Subsidiaries should not show any investment or
share of income/(loss) from VIE’s until commencement of the contractual arrangements
with the VIEs.  Please add footnote disclosures to explain the why the investment or share
of income/(loss) from VIEs are not included in your schedules.
Our current corporate structure and business operations may be substantially affected by the
newly enacted Foreign Investment Law., page 22
10.Please advise if the 2021 version of the Negative List is effective as of January 1, 2022.  If
so, make appropriate updates throughout your registration statement.  Disclose
whether your business involves or operates in either a "restricted" or "prohibited" industry
or is otherwise covered by the "Negative List" such that foreign investment is limited or
restricted.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 April 8, 2022 Page 4
 FirstName LastNameMingfei Liu
U-BX Technology Ltd.
April 8, 2022
Page 4
Risk Factors, page 22
11.We note you removed a risk factor previously titled "Our contractual arrangements are
governed by PRC law."  Please advise if portions of this risk factor that did not relate
solely to the VIE arrangements are still applicable to your other contractual arrangements
that are governed by PRC law, given that your business operations are conducted in
China.
Because our business is conducted in RMB and the price of our ordinary shares is quoted in
United States dollars..., page 27
12.We note you removed a risk factor that previously discussed how fluctuations in exchange
rates could have a material and adverse effect on your results of operations.  Please advise
or consider expanding this risk factor to address those risks.
You may experience difficulties in effecting service of legal process, enforcing foreign
judgments or bringing actions in China..., page 32
13.We note you state on page 58 that a majority of your directors are located outside of the
United States.  Please expand this risk factor to address the difficulty of bringing actions
against these individuals and enforcing judgments against them.
Capitalization, page 56
14.We note your response to prior comments 13 and 18 and your revision here noting that
you issued 7,500,000 ordinary shares to 14 shareholders completed on January 24, 2022
for "initial capitalization structure purposes."  Please explain why these shares were
issued, whether as a result of anti-dilution protections or other reasons.  We also note that
you state here that 14 shareholders were issued these shares, but on page F-23 you say all
existing shareholders received the shares on January 24, 2022.  Further, on page 103 you
state you have 6 shareholders of record and it does not appear that your table of principal
shareholders was updated to reflect the issuance of the 7,500,000 shares to all or any of
your existing shareholders.  Please provide information as to share ownership in the
company as of the most recent practicable date.  Refer to Item 6.E.1 of Form 20-F.  Please
advise or revise.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13
15.We note your response to prior comment 17.   Please provide us with a comprehensive
analysis of the inventory risk the Company faces before the specified goods or service
are transferred to the customer or after transfer of control to the customer for your digital
promotion services and value added service services.  In this respect, it is unclear why the
confirmation of the completion of the service represents inventory risk.  Describe in detail

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 April 8, 2022 Page 5
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
April 8, 2022
Page 5
the relevant terms and conditions of your contracts with third-party service providers for
the promotion of your platform and value added service contracts with third-party service
providers.  Explain whether you bid for ad placements on various social media platforms
and third-party websites.  Explain why you have primarily responsibilities for
compensation if the service code cannot be used or the car owner is dissatisfied with the
service.
Note 15. Subsequent Events, page F-23
16.We note on January 28, 2022 and February 28, 2022, the Company entered
into investment cooperation agreements with a third-party investor.  Please explain why
the consideration was received by the Company in September 2021 and August 2021,
which is prior to the date of investment cooperation agreements.
17.You disclose that in February 20, 2022, with approval of Lianghua Technology and
approval of the board of directors of U-BX China, U-BX China issued 2.99% equity
interest in U-BX China to a third-party investor. Tell us the total proceeds that you
received in connection with this issuance.
Exhibits
18.Please advise if you entered into a plan of restructuring or any other material contracts
relating to your corporate reorganization and termination of the VIE Agreements, which
you state was completed on March 3, 2022.  Please file a copy of any such agreement.
Refer to Items 601(b)(2) and (b)(10) of Regulation S-K.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

U-BX Technology Ltd.

Zhongguan Science and Technology Park

No. 1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

March 21, 2022

Via Edgar Correspondence

Mr. Morgan Youngwood

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    U-BX Technology Ltd.

    Registration Statement on Form F-1

    Filed January 28, 2022

    File No. 333-262412

Dear Mr. Youngwood,

This letter is in response to the letter dated
February 18, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to
U-BX Technology Ltd. (the “Company”).

Beijing Lianghua Technology Co., Limited (“Lianghua Technology”),
a subsidiary of the Company, previously entered into a series of contractual arrangements with Youjiayoubao (Beijing) Technology Co.,
Limited (“U-BX China”) and the shareholders of U-BX China that established the VIE structure. On February 20, 2022, with approval
of Lianghua Technology and approval of the board of directors of U-BX China, U-BX China issued 2.99% equity interest in U-BX China to
a third-party investor. The issuance was completed on February 28, 2022. On February 28, 2022, Lianghua Technology exercised its call
option under the Exclusive Call Option Agreements dated August 16, 2021 with certain shareholders of U-BX China and entered into equity
transfer agreements with all the shareholders of U-BX China to purchase all the equity interest in U-BX China. The restructure was completed
on March 3, 2022. As a result, U-BX China became a wholly owned subsidiary of Lianghua Technologies and the VIE structure is dissolved.
The VIE Agreements were terminated. We have revised the registration statement to reflect the restructure.

For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amendment to the registration statement on Form F-1 (the “Registration
Statement Amendment”) is being submitted to accompany this letter.

Registration Statement on Form F-1

Prospectus Summary, page 1

    1)
    Please revise your prospectus summary in accordance with comment number 8 of the Staff’s “Sample Letter to China Based Companies” published on December 20, 2021. In addition to making any other necessary disclosures, please revise to address permissions or approvals needed to operate your business and whether you, your subsidiaries, or VIEs 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 the VIE’s 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, your subsidiaries, or the VIEs: (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.

RESPONSE: We note the
Staff’s comment, and in response hereto, respectfully advise the Staff that we have added a section titled “Permission Required
from the PRC Authorities” on page 17 of the Registration Statement Amendment to disclose that as of the date of this prospectus,
each of our PRC Operating Entities has obtained all permissions and approvals to operate its respective business, including registration
of incorporation, business license, permit for opening bank account, labor and employment recordation, social insurance registration,
internet content provide registration record and such other permissions and approval as required by the PRC regulatory authorities.

As confirmed by our PRC counsel,
Jiangsu Junjin Law Firm, we will not be subject to cybersecurity review with the CAC pursuant to the Cybersecurity Review Measures. No
relevant laws or regulations in the PRC explicitly require us to seek approval from the CSRC for our overseas listing plan.

As of the date hereof, we and
our subsidiaries have not received any inquiry, notice, warning, or sanctions regarding our planned overseas listing from the CSRC or
the CAC or any other PRC governmental authorities. If the draft Regulations on Network Data Security is adopted into law and we become
listed on Nasdaq, our PRC Operating Entities likely will be required to perform annual data security assessment either by itself or retaining
a third-party data security service provider and submit such data security assessment report to the local agency every year. However,
since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not
been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business
operations of our subsidiaries, our ability to accept foreign investments, and our listing on an U.S. exchange. The Standing Committee
of the National People’s Congress (the “SCNPC”) or PRC regulatory authorities may in the future promulgate laws, regulations,
or implementing rules that require us or our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the
U.S. If we or our subsidiaries do not receive or maintain the approval, or inadvertently conclude that such approval is not required,
or applicable laws, regulations, or interpretations change such that we or our subsidiaries are required to obtain approval in the future,
we or our subsidiaries may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from
conducting an offering, and these risks could result in a material adverse change in our operations and the value of our ordinary shares,
significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to
significantly decline in value or become worthless. We have included such disclosure on page 17 of the Registration Statement.

    2)
    In your prospectus summary, please disclose the uncertainties regarding the status of the rights of the Cayman Islands holding company with respect to its contractual arrangements with the VIE, its founders and owners, and the challenges the company may face enforcing these contractual agreements due to legal uncertainties and jurisdictional limits. Refer to comment number 5 of the Staff’s “Sample Letter to China Based Companies” published on December 20, 2021. Please also revise your risk factors to address any related risks.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have dissolved the VIE structure and acquired 100% interest of Youjiayoubao
(Beijing) Technology Co., Limited (“U-BX China”). We have removed the risks regarding the enforcement of the VIE agreements
throughout the Registration Statement.

Consultation and Service Agreement, page 4

    3)
    Please revise your disclosure to clarify the obligation of Lianghua Technology “to absorb all of the losses of U-BX China” in your Consultation and Service Agreement.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that as a result of the restructure, the VIE agreements has been terminated and
U-BX China has been acquired as an indirect subsidiary. We have revised the Registration Statement Amendment to disclose the restructure.

Contractual Arrangements with the VIE and Its Shareholders,
page 4

    4)
    We note your response to our prior comment 2. Please clarify here and where you state that you “control and receive the economic benefits of U-BX China’s business operation through the VIE Agreements” (including on pages 66, 67, and 84) that any references to control or benefits that accrue to you because of the VIE refer only to the conditions you have satisfied for consolidation of the VIE under U.S. GAAP. Refer to comment number 6 of the Staff’s “Sample Letter to China Based Companies” published on December 20, 2021.

    2

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we revised throughout the Registration Statement Amendment that the VIE structure
has been dissolved and that the PRC Operating Entities are indirect subsidiaries of the Company. As a result, our holding company, U-BX
Technology Ltd., will now control and receive the economic benefits of U-BX China’s business operation, if any, through equity ownership.
We have added such disclosure on the cover page and pages 4 of the Registration Statement.

PRC Limitations on Overseas Listing, page 16

    5)
    We note your disclosure that you do not believe the CSRC’s prior approval is required for your initial public offering and trading of your shares on Nasdaq. However, please clarify whether you will be required to comply with the filing requirements or procedures set forth in the CSRC’s “Draft Rules Regarding Overseas Listing” in connection with your offering being registered on this Form F-1 even if prior approval from the CSRC is not required.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have added disclosure on page 15 and 36 of the Registration Statement Amendment
that as of the date hereof, the Draft Rules Regarding Overseas Listings have not been promulgated, and we have not been required to obtain
permission from the government of China for any offering pursuant to this prospectus. While the final version of the Draft Rules Regarding
Overseas Listings are expected to be adopted in 2022, we believe that we will be required to comply with the filing requirements or procedures
set forth in the Draft Rules Regarding Overseas Listings and that none of the situations that would clearly prohibit overseas offering
and listing applies to us. In reaching this conclusion, we are relying on an opinion of our PRC counsel, Jiangsu Junjin Law Firm. It should
be noted however, that there is uncertainty in relying on an opinion of counsel in connection with draft legislation as the final version
may be materially different and/or that the implementing regulations have yet to be promulgated. We cannot assure you that we will be
able to get the clearance of filing procedures under the Draft Rules Regarding Overseas List on a timely basis, or at all. Any failure
of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to continue to offer our
ordinary shares, cause significant disruption to our business operations, and severely damage our reputation, which could materially and
adversely affect our financial condition and results of operations and cause our ordinary shares to significantly decline in value or
become worthless.

Recent Regulatory Developments in PRC, page
16

    6)
    We note your disclosure that you do not expect to be subject to “cybersecurity review” by the CAC. However, based on your revised disclosure about the Regulations on Network Data Security, please clarify whether you expect to be required to carry out an annual data security assessment because you are either (i) a data processor that “processes important data” or (ii) are listed overseas.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we revised the disclosure on page 16 and 31 of the Registration Statement Amendment
that if the draft Regulations on Network Data Security is adopted into law and
we become listed on Nasdaq, our PRC Operating Entities likely will be required to perform annual data security assessment either
by itself or retaining a third-party data security service provider and submit such data security assessment report to the local agency
every year.

Selected Condensed Consolidated Financial Data,
page 17

    7)
    We note your response to our prior comment 8 and your revisions here and on page F-27. Please tell us why your revisions do not present major line items such as costs of goods/services and separate line items for intercompany receivables. Refer to comment number 10 of the Staff’s “Sample Letter to China Based Companies” published on December 20, 2021. Advise or revise accordingly.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised the disclosure to include major line items on page 18, 19 and
starting on page F-25 of the Registration Statement Amendment.

The Offering, page 21

    8)
    Please clarify when the underwriter warrants are first exercisable. In this regard, we note that here and on the cover page you indicate the underwriter warrants are exercisable commencing on the effective date of the offering, but the disclosure on page 130 states the underwriter warrants are exercisable commencing 180 days after the sale of your offering.

    3

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised the disclosure on page 21 that the underwriter warrants are
exercisable upon the effectiveness of the offering.

Our Ordinary Shares may be prohibited from
being traded on a national exchange under the Holding Foreign Companies Accountable Act, page 44

    9)
    We note your response to our prior comment 3. Please revise your disclosure to include the description provided in your response letter about how your U.S.-based auditor could not travel to China and your auditor’s China-based operation conducted its fieldwork in China under the supervision of the U.S. office of your auditor.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have added disclosure on page 40 of the Registration Statement Amendment
that Wei, Wei & Co., LLP has an office in Beijing, China, in which it has a total of 20 staff. Among them, there is one director,
three managers, four seniors and twelve auditors.  Regarding the audit of our Company, Wei, Wei & Co., LLP sent a team of eight
staff from the Beijing Office, including one manager, two seniors and five auditors to conduct fieldwork under supervision of the U.S.
office.  Due to the travel restriction because of the COVID 19 pandemic, the U.S. office was unable to travel to China, however,
the U.S. team worked with the local team to conduct planning, assess the audit risks, develop audit approaches and provide ongoing supervision
and guidance throughout the audit. Engagement quality control review was performed by the U.S. office.

Our post-offering memorandum and articles of
association contain anti-takeover provisions..., page 52

    10)
    We note Section 5.3 of your articles of association filed as Exhibit 3.1 authorize the issuance of preferred shares by your directors. Please tell us why you removed the risk factor on page 52 of your registration statement that addressed certain anti-takeover provisions, including the issuance of preferred shares, and related disclosure on page 118. Further, please revise your “Description of Share Capital” on page 110 to address the authorization and approval of any preferred shares and advise if you currently intend to issue any preferred shares.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we removed the risk factors by mistake and have added it back on page 50 of
the Registration Statement Amendment. We have also added disclosure on page 108 of the Registration Statement Amendment that the directors
have the discretion to issue, by simple majority vote, shares and other securities
of the Company with such preferred, deferred or other special rights, restrictions or privileges whether in regard to votin

United States securities and exchange commission logo
February 18, 2022
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Registration Statement on Form F-1
Filed January 28, 2022
File No. 333-262412
Dear Mr. Liu:
            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 December 30, 2021 letter.
Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please revise your prospectus summary in accordance with comment number 8 of the
Staff's "Sample Letter to China Based Companies" published on December 20, 2021.  In
addition to making any other necessary disclosures, please revise to address permissions
or approvals needed to operate your business and whether you, your subsidiaries, or VIEs
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 the VIE’s operations, and state
affirmatively whether you have received all requisite permissions or approvals and

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 February 18, 2022 Page 2
 FirstName LastNameMingfei Liu
U-BX Technology Ltd.
February 18, 2022
Page 2
whether any permissions or approvals have been denied.  Please also describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (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.
2.In your prospectus summary, please disclose the uncertainties regarding the status of the
rights of the Cayman Islands holding company with respect to its contractual
arrangements with the VIE, its founders and owners, and the challenges the company may
face enforcing these contractual agreements due to legal uncertainties and jurisdictional
limits.  Refer to comment number 5 of the Staff's "Sample Letter to China Based
Companies" published on December 20, 2021.  Please also revise your risk factors to
address any related risks.
Consultation and Service Agreement, page 4
3.Please revise your disclosure to clarify the obligation of Lianghua Technology "to absorb
all of the losses of U-BX China" in your Consultation and Service Agreement.
Contractual Arrangements with the VIE and Its Shareholders, page 4
4.We note your response to our prior comment 2.  Please clarify here and where you state
that you "control and receive the economic benefits of U-BX China’s business operation
through the VIE Agreements" (including on pages 66, 67, and 84) that any references to
control or benefits that accrue to you because of the VIE refer only to the conditions you
have satisfied for consolidation of the VIE under U.S. GAAP.  Refer to comment number
6 of the Staff's "Sample Letter to China Based Companies" published on December 20,
2021.
PRC Limitations on Overseas Listing, page 16
5.We note your disclosure that you do not believe the CSRC's prior approval is required for
your initial public offering and trading of your shares on Nasdaq.  However, please clarify
whether you will be required to comply with the filing requirements or procedures set
forth in the CSRC's “Draft Rules Regarding Overseas Listing" in connection with your
offering being registered on this Form F-1 even if prior approval from the CSRC is not
required.
Recent Regulatory Developments in PRC, page 16
6.We note your disclosure that you do not expect to be subject to "cybersecurity review" by
the CAC.  However, based on your revised disclosure about the Regulations on Network
Data Security, please clarify whether you expect to be required to carry out an annual data
security assessment because you are either (i) a data processor that "processes important
data" or (ii) are listed overseas.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 February 18, 2022 Page 3
 FirstName LastNameMingfei Liu
U-BX Technology Ltd.
February 18, 2022
Page 3
Selected Condensed Consolidated Financial Data, page 17
7.We note your response to our prior comment 8 and your revisions here and on page F-27.
Please tell us why your revisions do not present major line items such as costs of
goods/services and separate line items for intercompany receivables.  Refer to comment
number 10 of the Staff's "Sample Letter to China Based Companies" published on
December 20, 2021.  Advise or revise accordingly.
The Offering, page 21
8.Please clarify when the underwriter warrants are first exercisable.  In this regard, we note
that here and on the cover page you indicate the underwriter warrants are exercisable
commencing on the effective date of the offering, but the disclosure on page 130 states the
underwriter warrants are exercisable commencing 180 days after the sale of your offering.
Our Ordinary Shares may be prohibited from being traded on a national exchange under the
Holding Foreign Companies Accountable Act , page 44
9.We note your response to our prior comment 3.  Please revise your disclosure to include
the description provided in your response letter about how your U.S.-based auditor could
not travel to China and your auditor's China-based operation conducted its fieldwork in
China under the supervision of the U.S. office of your auditor.
Our post-offering memorandum and articles of association contain anti-takeover provisions...,
page 52
10.We note Section 5.3 of your articles of association filed as Exhibit 3.1 authorize the
issuance of preferred shares by your directors.  Please tell us why you removed the risk
factor on page 52 of your registration statement that addressed certain anti-takeover
provisions, including the issuance of preferred shares, and related disclosure on page 118.
Further, please revise your "Description of Share Capital" on page 110 to address the
authorization and approval of any preferred shares and advise if you currently intend to
issue any preferred shares.
Management's Discussion and Analysis of Our Financial Condition and Results of Operations
Results of Operations, page 71
11.We note the quarterly click information from your response to prior comment 4.  Please
revise to disclose the number of clicks or impressions and the cost-per click or cost-per-
impression for each period presented since this appears to be important information
necessary to understanding your results of operations and trends.  In this respect, there
appears to be a direct correlation between your revenues and the number of clicks or
impressions and the cost-per click or cost-per-impression.  In addition, help us better
understand your disclosures that indicate the decrease in revenues from your digital
promotion services was due to lower prices for your services.  The click information in

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 February 18, 2022 Page 4
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
February 18, 2022
Page 4
your response seems to suggest the decrease in revenues from your digital promotion
services was due primarily to a lower number of clicks.
Liquidity and Capital Resources, page 74
12.We note your response to prior comment 5. Please revise to provide pro forma per share
data (for the latest year and interim period only) giving effect to the number of shares
whose proceeds would be necessary to pay the distribution (but only the amount that
exceeds current year’s earnings) in addition to historical EPS.
Management's Discussion and Analysis of Our Financial Condition and Results of Operations
Liquidity and Capital Resources, page 74
13.We note your statement here that you may in the future seek to issue equity or equity
linked securities.  Please update your discussion to reflect that you recently issued
7,500,000 ordinary shares in a private placement to fourteen of your shareholders.
Legal Proceedings, page 92
14.Please clarify whether the listed parties have been involved in any significant legal or
arbitration proceedings.  Refer to Item 8.A.7 of Form 20-F.
Principal Shareholders, page 109
15.We note your response to prior comment 6.  Please advise whether Jian Chen's holdings in
Superego Pulse Limited and Columbu Information Consulting L.P are in addition to the
holdings you list as beneficially owned by Jian Chen in the first line item in the chart.
Please also tell us why Nan Jiang's indirect holdings are only listed under the entity
Brilliance Link Limited.  If you have listed any holdings twice, please revise to list each
holding once and use your footnotes to clarify the ownership structure.  For guidance in
making your revisions, please consult the definition of "beneficial owner" provided in
Form 20-F.
Ordinary Shares, page 110
16.We note you state here that there will be 2,850,000 ordinary shares issued and outstanding
upon completion of your offering, but on your cover page and elsewhere you state the
offering will comprise 6,000,000 shares.  Advise or revise as appropriate.  Please also
clarify here that your authorized share capital of 500,000,000 ordinary shares comprises
solely of a single class of shares.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 February 18, 2022 Page 5
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
February 18, 2022
Page 5
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13
17.We note your response to prior comment 7.  Please explain in greater detail your
assessment of inventory risk with respect to your digital promotion services and value
added service services.  Describe the terms and conditions of your contracts with third-
party service providers for the promotion of your platform and value added service
contracts with third-party service providers.  Explain whether you bid for ad placements
on various social media platforms and third-party websites.  We refer you to ASC 606-10-
55-39(b).
Note 15. Subsequent Events, page F-23
18.We note from your capitalization table that there was a private placement of 7,500,000
ordinary shares to 14 shareholders completed on January 24, 2022.  Please revise your
subsequent events footnote to discuss the private placement.  Tell us the total proceeds
that you received in connection with the private placement.  In addition, tell us whether
you have granted any other equity awards since your fiscal year ended June 30, 2021.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

CORRESP
1
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U-BX Technology Ltd.

Zhongguan Science and Technology Park

No. 1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

January 28, 2022

Via Edgar Correspondence

Mr. Morgan Youngwood

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    U-BX Technology Ltd.

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

    Submitted December 16, 2021

    CIK No. 0001888525

Dear Mr. Youngwood,

This letter is in response to the letter dated
December 30, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to U-BX Technology Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited the
Commission’s comments in this response and numbered them accordingly. A registration statement on Form F-1 (the “Registration
Statement”) is being submitted to accompany this letter.

Draft Registration Statement on Form F-1/A

Prospectus Summary, page 12

1. We note your response to prior comment 9
advising that your supplier contracts “were made in the ordinary course of business and therefore are not required to be filed.”
However, we note that if your business is “substantially dependent” upon any of these contracts with your top four suppliers,
they are required to be filed even if made in the ordinary course of business. Refer to Item 601(b)(10)(ii)(B) of Regulation S-K. Please
file a copy of these agreements as exhibits to the registration statement or tell us why this is not required.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the staff that we have submitted the translated copies of the cooperation agreements with
the suppliers as exhibit 10.8, 10.9, 10.10 and 10.11 to the Registration Statement.

2. We note your response to prior comment 6.
Your disclosure on page 4 of the prospectus summary and elsewhere suggests that your contractual arrangements with the VIE allow you to
“exercise effective control over the VIE.” Please clarify that any references to control or benefits that accrue to you because
of the VIE in your disclosure refer only to the conditions you have satisfied for consolidation of the VIE under U.S. GAAP and the VIE
is not an entity in which you own equity.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the staff that we have revised our disclosure under “Prospectus Summary – Contractual
Arrangements with the VIE and Its Shareholders” on page 4 of the Registration Statement, under “Risk Factors – Risks
Related to Our Corporate Structure – If the PRC government finds that the agreements that establish the structure for our VIE operations
in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing
regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations
and our ordinary shares may decline in value dramatically or even become worthless.” on page 28 of the Registration Statement and
“Corporate History and Structure - Contractual Arrangements with the VIE and Its Shareholders” on page 66 of the Registration
Statement.

Risk Factors

The recent joint statement by the SEC and PCAOB...,
page 48

3. Update your disclosure to reflect that,
pursuant to the Holding Foreign Companies Accountable Act (“HFCAA”), the PCAOB has issued its report notifying the Commission
of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong.
Here and on your prospectus cover page, please disclose whether your auditor is subject to the determinations announced by the PCAOB on
December 16, 2021. Please also revise the last paragraph of this risk factor to reflect the Commission’s adoption of final amendments
to implement the HFCAA. Further, given that your independent auditor is located in New York while all of your operations are primarily
conducted in the PRC, please tell us whether your U.S. based audit firm relies on a Chinese audit firm or the employees of a Chinese firm
for portions of your audit.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the staff that we have added a disclosure in connection with the HFCAA and PCAOB determinations
announced on December 16, 2021 on the cover page of the prospectus and under the section titled “Holding Foreign Companies Accountable
Act (the “HFCAA”)” on page 15 of the Registration Statement that our auditors are not subject to the PCAOB determinations.
We have also revised the risk factors “Our Ordinary Shares may be prohibited from being traded on a national exchange 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. The delisting of our Ordinary Shares, or the threat
of their being delisted, may materially and adversely affect the value of your investment.” beginning on page 50 of the Registration
Statement. Wei, Wei & Co., LLP has an office in Beijing, China, in which it has total 20 staffs. Among them, there is one director,
three managers, four seniors and 12 auditors.  Regarding the audit of U-BX Technology Ltd., Wei, Wei & Co., LLP sent a team
of eight staffs from the Beijing Office, including one manager, two seniors and five auditors to conduct fieldwork under supervision
of the U.S. office.  Due to the travel restriction because of the COVID 19 pandemic, the U.S. office was unable to travel to China,
however, the U.S. team worked with the local team to conduct planning, assess the audit risks, develop audit approaches and provide ongoing
supervision and guidance throughout the audit.  Engagement quality control review was performed by our U.S. office.

Management’s Discussion and Analysis of Our
Financial Condition and Results of Operations Results of Operations, page 71

4. We note your response to prior comment 17.
Please revise to disclose the number of clicks or impressions and the cost-per click or cost-per-impression for each period presented.
Alternatively, explain to us in greater detail how you concluded that the number of clicks or impressions and revenue per-click or per
impression is not important information necessary to understanding your result of operations and trends.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that the following is a table showing the number of clicks, fluctuation of number
of clicks, price per click and fluctuation of price per click, and a chart showing the number of clicks (indicated by the blue line) and
price per click (indicated by the red line), organized by quarter.

    Quarter
    Number of clicks
    Fluctuation of number of clicks
    Price per click
    Fluctuation of price per click

    2019Q3
      18,617,550.50

      1.98

    2019Q4
      25,984,279.50
      39.57 %
      2.06
      4.10 %

    2020Q1
      36,683,523.00
      41.18 %
      1.90
      -7.78 %

    2020Q2
      29,733,513.00
      -18.95 %
      2.21
      16.78 %

    2020Q3
      51,555,489.00
      73.39 %
      2.17
      -2.16 %

    2020Q4
      12,795,482.00
      -75.18 %
      2.14
      -1.37 %

    2021Q1
      16,781,317.00
      31.15 %
      1.81
      -15.24 %

    2021Q2
      12,471,425.00
      -25.68 %
      1.81
      0.10 %

    2

Based on the data, our number of clicks and price
per click fluctuate overtime. A decrease in price per click does not necessarily cause an increase in number of clicks. A deeper decrease
in price does not cause the most increase in number of clicks. The data does not show a clear trend or any correlation between number
of clicks and price per click. This is because our pricing is based on many factors, including each client’s industry status, negotiation,
competitiveness in the regional market, and past relationship with each client. In addition, it is difficult to evaluate our performance
based on historical data because we have a limited operating history and our business model is constantly evolving. We discuss this risk
in “Risk Factor – Risks Related to Our Business and Industry – Our limited operating history and evolving business model
make it difficult to evaluate our business and future prospects and the risks and challenges we may encounter.” on page 22 of the
Registration Statement.

Liquidity and Capital Resources, page 74

5. We note your revised disclosures in response
to prior comment 19. Please revise to provide pro forma per share data (for the latest year and interim period only) giving effect to
the number of shares whose proceeds would be necessary to pay the distribution (but only the amount that exceeds current year’s
earnings) in addition to historical EPS.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the staff that the shareholder divested in September 2020, while the Company issued common
shares in connection with the reorganization in June 2021. Since the divestment occurred before the reorganization and the retroactive
adjustment was only made for the shares at time of reorganization, the divestment will not have impact on numbers of common shares and
per-share data of the listed equity on a retrospective basis.

Principal Shareholders, page 107

6. We note your response to prior comment 21.
Please tell us why you have separately listed Columbu Information Consulting L.P. as a 5 percent or greater shareholder, but not the other
entities described in the footnotes to your beneficial owner table through which Jian Chen and Mingfei Liu hold ownership in your Company.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added Superego Pulse Limited as a 5% or greater shareholder. We did not
list EvolutionUp Limited, through which Mingfei Liu holds 703,762 ordinary shares of the Company, as a 5% or greater shareholder because
the number of shares EvolutionUp Limited holds represents 4.69% of the total ordinary shares issued and outstanding.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F-13

7. We note your revised disclosures in response
to prior comment 22. Please explain in greater detail why you control each of these services/goods before they are transferred to your
customer. In this regard, please more fully explain why you have the sole ability to monetize your digital promotion services and regular
service codes offered as part of your value-added bundled benefit arrangements. Provide us with an analysis of how you considered your
use of the services and platforms offered by third parties to obtain traffic (e.g. WeChat, Tik -Tok, Kuaishou, etc.). Your analysis should
also explain how you control the pre-packaged vehicle maintenance packages you procure for vehicle maintenance services before they are
transferred to your customer.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that the Company evaluated all the factors and indicators of Principal-Versus-Agent
Considerations described in ASC 606-10-55-39 and performed the following analysis:

The Company has control of the services before
they are transferred. (ASC 606-10-55-39)

Revenue from digital promotion services

ASC 606-10-55-39 a. The entity is primarily responsible
for fulfilling the promise to provide the specified goods or services.

Our performance obligation is to provide promotion services for the
planning, designing, customizing strategy scheme and promoting for the customer. The Company considers that both of the digital marketing
plan and promotion services are highly interrelated and are not separately identifiable. The Company’s overall promise represents
a combined output that is a single performance obligation.

We enter into digital promotion agreement with
our customers to provide the planning and production of the content for promotions and will promote the content on our platform. We do
not directly display the content on the platform of third parties; rather, we contract with third-party service providers for the promotion
of our platform. We insert the hyperlink of promotion materials of our platform on the website with high traffic, and people browsing
the website content will likely click on our hyperlink and read the content on our platform.

    3

We assume fulfilment risk and risks related to
the acceptability of specific services. We address customer requirements for content production and promotion. That is, we have the primary
and sole responsible for fulfilling the promise to provide the service. We conclude that we are the principal.

ASC 606-10-55-39 c. The entity has discretion
in establishing prices for the specified goods or services.

For the contracts that involve the third-party advertising agencies, we consider ourselves as a provider of the
services as it has control of the specified services at any time before it is transferred to the customers which is evidenced by (i) we
are primarily responsible for the production of content for online advertisements and (ii) having latitude in select third party agencies
for promotion and establish pricing. Therefore, we act as the principal of these arrangements and reports revenue earned and costs incurred
related to these transactions on a gross basis.

Revenue from value added services

    (i)
    ASC 606-10-55-39 a. The entity is primarily responsible for fulfilling the promise to provide the specified goods or services.

We enter into a value added agreement with our
customers to provide pre-packaged vehicle maintenance packages, including vehicle maintenance services, road rescue services, vehicle
cleaning and monitoring services. We do not provide vehicle maintenance services ourselves; rather, we contract with third-party service
providers for each aspect of the vehicle maintenance service. Our customer and we have agreed on a single price for the vehicle maintenance
service.

We separately enter into contracts with third-party
service providers and direct those service providers to perform each aspect of the vehicle maintenance services. Once we enter into contracts
with the third-party service providers, we can direct those service providers to perform services on our behalf for any number of our
customers. That is, the customer does not have a right to direct the service provider to perform services that the Company has not agreed
to provide.

Even though we are not performing the services, we control the right
to the services by directing specific vehicle maintenance service providers to perform each aspect of the vehicle maintenance services.
Because we control the right to the services, we conclude that we are the principal. We have primarily responsibility for fulfilling the
obligation to provide value added services to the customer.

    (ii)
    ASC 606-10-55-39 b. The entity has inventory risk before the specified goods or service has been transferred to a customer or after transfer of control to the customer.

We have primary responsibility for fulfilling the promise to provide
pre-packaged service codes to the customer and we assume fulfilment risk and risks related to the acceptability of specific services.
We address customer questions and complaints, rectify service issues and are responsible for code use. That is, if the service code cannot
be used or the car owner is dissatisfied with the service, we have the primarily responsibilities for the compensation.

    (iii)
    ASC 606-10-55-39 c. The entity has discretion in establishing prices for the specified goods or services.

We have discretio

United States securities and exchange commission logo
December 30, 2021
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted December 16, 2021
CIK No. 0001888525
Dear Mr. Liu:
            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.  References to prior comments are to those in our letter dated November 24, 2021.
Draft Registration Statement on Form F-1/A
Prospectus Summary, page 12
1.We note your response to prior comment 9 advising that your supplier contracts "were
made in the ordinary course of business and therefore are not required to be filed."
However, we note that if your business is "substantially dependent" upon any of these
contracts with your top four suppliers, they are required to be filed even if made in the
ordinary course of business.  Refer to Item 601(b)(10)(ii)(B) of Regulation S-K.  Please
file a copy of these agreements as exhibits to the registration statement or tell us why this
is not required.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 December 30, 2021 Page 2
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
December 30, 2021
Page 2
2.We note your response to prior comment 6.  Your disclosure on page 4 of the prospectus
summary and elsewhere suggests that your contractual arrangements with the VIE allow
you to "exercise effective control over the VIE."  Please clarify that any references to
control or benefits that accrue to you because of the VIE in your disclosure refer only
to the conditions you have satisfied for consolidation of the VIE under U.S. GAAP and
the VIE is not an entity in which you own equity.
Risk Factors
The recent joint statement by the SEC and PCAOB..., page 48
3.Update your disclosure to reflect that, pursuant to the Holding Foreign Companies
Accountable Act ("HFCAA"), the PCAOB has issued its report notifying the Commission
of its determination that it is unable to inspect or investigate completely accounting firms
headquartered in mainland China or Hong Kong.  Here and on your prospectus cover
page, please disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.  Please also revise the last paragraph of this risk
factor to reflect the Commission's adoption of final amendments to implement the
HFCAA.  Further, given that your independent auditor is located in New York while all of
your operations are primarily conducted in the PRC, please tell us whether your U.S.
based audit firm relies on a Chinese audit firm or the employees of a Chinese firm for
portions of your audit.
Management's Discussion and Analysis of Our Financial Condition and Results of Operations
Results of Operations, page 71
4.We note your response to prior comment 17.  Please revise to disclose the number of
clicks or impressions and the cost-per click or cost-per-impression for each period
presented.  Alternatively, explain to us in greater detail how you concluded that
the number of clicks or impressions and revenue per-click or per impression is
not important information necessary to understanding your result of operations and trends.
Liquidity and Capital Resources, page 74
5.We note your revised disclosures in response to prior comment 19.  Please revise to
provide pro forma per share data (for the latest year and interim period only) giving effect
to the number of shares whose proceeds would be necessary to pay the distribution (but
only the amount that exceeds current year’s earnings) in addition to historical EPS.
Principal Shareholders, page 107
6.We note your response to prior comment 21.  Please tell us why you have separately
listed Columbu Information Consulting L.P. as a 5 percent or greater shareholder, but not
the other entities described in the footnotes to your beneficial owner table through
which Jian Chen and Mingfei Liu hold ownership in your Company.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 December 30, 2021 Page 3
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
December 30, 2021
Page 3
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13
7.We note your revised disclosures in response to prior comment 22.  Please explain in
greater detail why you control each of these services/goods before they are transferred to
your customer.  In this regard, please more fully explain why you have the sole ability to
monetize your digital promotion services and regular service codes offered as part of your
value-added bundled benefit arrangements.  Provide us with an analysis of how you
considered your use of the services and platforms offered by third parties to obtain traffic
(e.g. WeChat, Tik -Tok, Kuaishou, etc.).  Your analysis should also explain how you
control the pre-packaged vehicle maintenance packages you procure for vehicle
maintenance services before they are transferred to your customer.
Note 16. Condensed Financial Information of the Parent Company, page F-27
8.Please revise the condensed consolidating schedule for your VIEs in accordance with the
guidance provided by the Staff's "Sample Letter to China Based Companies" published on
December 20, 2021.  Refer to comment number 10 of the letter.  Please also provide
cross-references to the condensed consolidating schedule and the consolidated financial
statements on the cover page of your prospectus.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt

United States securities and exchange commission logo
November 24, 2021
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Draft Registration Statement on Form F-1
Submitted October 29, 2021
CIK No. 0001888525
Dear Mr. Liu:
            We have reviewed your 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.
Draft Registration Statement on Form F-1
Cover Page
1.Please disclose on the cover page that you will be a controlled company following the
offering. Disclosure should include the identity of your controlling stockholder(s), the
amount of voting power the controlling stockholder(s) will own following the completion
of the offering and whether you intend to rely on any exemptions from the corporate
governance requirements that are available to controlled companies. Also, include
appropriate risk factor disclosure.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 November 24, 2021 Page 2
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
November 24, 2021
Page 2
2.Provide a description of how cash is transferred through your organization and disclosure
regarding your intentions to distribute earnings or settle amounts owed under the VIE
agreements.  State whether any transfers, dividends, or distributions have been made to
date.
3.We note the disclosure on the prospectus cover page that you are not a Chinese operating
company but a Cayman Islands holding company with operations conducted by your
subsidiaries and through contractual arrangements with a variable interest entity (VIE)
based in China and that this structure involves unique risks to investors.  Please bold this
disclosure or take other steps to make the disclosure more prominent.
4.We note your disclosure that the VIE structure is used to replicate foreign investment in
China-based companies.  We note, however, that the structure provides contractual
exposure to foreign investment in such companies rather than replicating an investment.
Please revise accordingly.
5.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs 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. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
6.We note your disclosure on the prospectus cover page and throughout your filing that you
control and receive economic benefits of U-BX China’s business operations through VIE
agreements and that those agreements are designed to provide your WFOE with the
power, rights, and obligations equivalent in all material respects to those it would possess
as the principal equity holder of the VIE. We also note the disclosure that you are the
primary beneficiary of the VIE. However, you or your investors do not have an equity
ownership in, direct foreign investment in, or control through such ownership/investment
of the VIE. As such, when describing the design of the VIE agreements and related
outcome, please refrain from implying that the VIE agreement is equivalent to an equity
ownership in the business of the VIE. Any references to control or benefits that accrue to
you because of the VIE should be limited to and clearly describe the conditions you met
for consolidation of the VIE under U.S. GAAP and your disclosure should clarify that, for
accounting purposes, you will be the primary beneficiary. In addition, your disclosure
should note, if true, that the agreements have not been tested in a court of law.
Prospectus Summary, page 1
7.We note your references to the courts of the British Virgin Islands and shares of the
registrant held in the British Virgin Islands. Please advise or revise appropriately.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 November 24, 2021 Page 3
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
November 24, 2021
Page 3
8.You state that your largest social media partner is WeChat and that you also partner with
other online content-based platforms, including Tik-Tok and Kuaishou. Please disclose if
you have any material commercial or financial contracts with these partners. Refer to Item
4.B of Form 20-F.
9.Please provide a breakdown of total revenues by category of activity and geographic
market for each of the last three financial years. Refer to Item 4.B of Form 20-F.  Also, we
note your disclosure that your top four suppliers represent more than 80% of our total
supply volume for the year ended June 30, 2021.  Please identify these suppliers and
disclose the material terms of your agreements with them.  Also, file any contracts with
the supplier as exhibits or tell us why this is not required.
10.You refer to the PRC Data Security Law “which will take effect on September 1, 2021”
and state that you “do not expect to be subject to the cybersecurity review by the CAC”
when such security law is enacted on page 16 and elsewhere in your prospectus. As the
law appears to be currently in effect, please confirm whether you are subject to
cybersecurity review by the CAC and revise your disclosure as appropriate.
Risk Factors, page 25
11.Disclose the uncertainties regarding the status of the rights of the Cayman Islands holding
company with respect to its contractual arrangements with the VIE, its founders and
owners, and the challenges the company may face enforcing these contractual agreements
due to uncertainties under Chinese law and jurisdictional limits.
12.We note that one of your wholly-owned subsidiaries, Snailinsur Group Limited, is a Hong
Kong limited company. Please revise your disclosure to discuss the growing risks
associated with actions undertaken by the Government of the Hong Kong Special
Administrative Region and the Government of the People’s Republic of China that may
adversely impact your operations in Hong Kong and elsewhere.
13.Please revise your disclosure to clarify the risks associated with the failure of your
shareholders to comply with Circular 37. Please state whether your directors, officers, or
significant shareholders are in compliance with Circular 37. We note that on page 30 you
state no "penalties" will be imposed on the company related to Circular 37, but disclose on
page 43 that "failure to comply with Circular 37 could subject us to fines or legal
sanctions, restrict our overseas or cross-border investment activities, limit our PRC
subsidiaries’ ability to make distributions or pay dividends to us or affect our ownership
structure." Please reconcile and revise appropriately.
14.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of your VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, your
shares may decline in value or become worthless if you are unable to assert your
contractual control rights over the assets of your PRC subsidiaries that conduct all or
substantially all of your operations.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 November 24, 2021 Page 4
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
November 24, 2021
Page 4
15.Please confirm that you have disclosed each permission that you, your subsidiaries or your
VIEs are required to obtain from Chinese authorities to operate and issue these securities
to foreign investors. State whether you, your subsidiaries, or VIEs are covered by
permissions requirements from the CSRC, CAC or any other entity that is required to
approve of the VIE’s operations, and state affirmatively whether you have received all
requisite permissions and whether any permissions have been denied. Please advise or
revise appropriately.
16.We note your risk factor stating that you have not determined a specific use for a portion
of the net proceeds from this offering. Subsequently, on page 54, you state specific
uses accounting for 100 percent of net proceeds, including research and development,
advertising and marketing, and general working capital. Elsewhere, on page 18, you state
proceeds will be used for a new manufacturing site, a new factory, and machines and
auxiliary equipment. Please reconcile your disclosures in all three sections.
Management's Discussion and Analysis of Our Financial Condition and Results of Operations
Results of Operations, page 68
17.We note that you generate revenues primarily from digital promotion services to insurance
companies on its various website channels, including pay for performance marketing
services whereby customers are charged based on effective clicks on their insurance
product information, and display advertising services that allow customers to place
advertisements on various websites.  Please tell us your consideration of disclosing the
number of clicks or impressions and the cost-per click or cost-per-impression for each
period presented. Price and volume disclosures such as the number of clicks or
impressions and revenue per-click or per impression including an analysis of any trends or
uncertainties appears to be important information necessary to understanding your results
of operations. We refer you to Item 5A. of the Instructions to Form 20-F and Regulation
S-K and Section III.B of SEC Release 33-8350.
18.We note that the names you use to describe your three lines of business in the table on the
top of page 69 are different than the names used in the accompanying narrative and in the
table on the bottom of page 69.  Please advise.
Liquidity and Capital Resources, page 71
19.Please explain the nature of the capital withdraw from a shareholder in the amount
of $754,455.  Please note that if a distribution to owners, regardless of whether it is
declared or whether it is reflected already in the balance sheet, is to be paid out of
proceeds of the offering rather than from the current year's earnings, pro forma per share
data should be presented (for the latest year and interim period only) giving effect to the
number of shares whose proceeds would be necessary to pay the dividend (but only the
amount that exceeds current year's earnings) in addition to historical EPS.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 November 24, 2021 Page 5
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
November 24, 2021
Page 5
Related Party Transactions, page 103
20.Please revise this section to include all required information. Refer to Item 7 of Form 20-
F. Please also reconcile the amounts listed as due to related parties with the amounts
presented on page F-19.
Principal Shareholders, page 104
21.You state that 36.58 percent of your outstanding ordinary shares are held by Jian Chen in
your table of principal shareholders, but attribute this ownership to Superego Pulse
Limited on page 61. Please advise.  In addition, please confirm whether Jian Chen and
Mingfei Liu have a "controlling interest" in Columbu Limited as defined within the
meaning of "beneficial owner" as used in the General Instructions to Form 20-F.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue recognition, page F-12
22.You disclose that your business primarily consists of providing the following three
services/products: i) digital promotion services, ii) risk assessment services, and iii) value-
added bundled benefits.  You further disclose that you are the principal or primary obligor
in each of these transactions and recognize revenues on a gross basis.  Please explain why
you control each of these services/goods before they are transferred to your
customer.   Provide us with your analysis of the principal versus agent considerations.  We
refer you to ASC 606-10-55-36 through 55-40.
Condensed Financial Information of the Parent Company, page F-23
23.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form condensed consolidating schedule -
depicting the financial position, cash flows and results of operations for the parent, the
consolidated variable interest entities, and any eliminating adjustments separately - as of
the same dates and for the same periods for which audited consolidated financial
statements are required. Highlight the financial statement information related to the
variable interest entity and parent, so an investor may evaluate the nature of assets held
by, and the operations of, entities apart from the variable interest entity, which includes
the cash held and transferred among entities.
24.We note that the activity of the VIE is reflected in the line items titled “investments in
subsidiaries and VIEs” and “income from equity method investment” in the parent’s
financial statements.  Please provide a roll-forward of the investment in subsidiaries and
VIEs line item.

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 November 24, 2021 Page 6
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
November 24, 2021
Page 6
General
25.Please supplementally provide us with 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, present to potential investors in reliance on Section 5(d) of the Securities
Act, whether or not they retain copies of the communications.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt