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                             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
 Mingfei Liu
FirstName   LastNameMingfei Liu
U-BX Technology     Ltd.
Comapany
April       NameU-BX Technology Ltd.
       8, 2022
April 28, 2022 Page 2
Page
FirstName LastName
         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.
 Mingfei Liu
FirstName   LastNameMingfei Liu
U-BX Technology     Ltd.
Comapany
April       NameU-BX Technology Ltd.
       8, 2022
April 38, 2022 Page 3
Page
FirstName LastName
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.
 Mingfei Liu
FirstName   LastNameMingfei Liu
U-BX Technology     Ltd.
Comapany
April       NameU-BX Technology Ltd.
       8, 2022
April 48, 2022 Page 4
Page
FirstName LastName
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
 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,
FirstName LastNameMingfei Liu
                                                           Division of
Corporation Finance
Comapany NameU-BX Technology Ltd.
                                                           Office of Technology
April 8, 2022 Page 5
cc:       William S. Rosenstadt
FirstName LastName