SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                            February 13, 2020

Jianhua Wu
Chief Executive Officer
Sharing Economy International Inc.
No. 9 Yanyu Middle Road
Qianzhou Village, Huishan District, Wuxi City
Jiangsu Province, People's Republic of China

       Re: Sharing Economy International Inc.
           Preliminary Information Statement on Schedule 14C
           Filed January 31, 2020
           File No. 001-34591

Dear Mr. Wu:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Preliminary Information Statement on Schedule 14C

General

1.    It appears that this increase in authorized shares of common stock is
related to your share
      exchange agreement with Peak Equity International Limited and all of the
Peak Equity
      International Limited shareholders. Therefore, please revise your
information statement
      to provide the information required by Items 13 and 14 of Schedule 14A.
Alternatively,
      provide a detailed legal analysis of why you believe you are not required
to provide some
      or all of this information. See Note A of Schedule 14A.
 Jianhua Wu
FirstName LastNameJianhua Wu
Sharing Economy International Inc.
Comapany NameSharing Economy International Inc.
February 13, 2020
Page 2
February 13, 2020 Page 2
FirstName LastName
Information on Consenting Stockholders, page 2

2.       You disclose that the 182,305,462 shares held by the consenting
stockholder constitutes
         approximately 90.8% of the issued and outstanding shares of Sharing
Economy's common
         stock. It appears that 182,305,462 shares constitutes 72.9% of your
250,000,000 issued
         and outstanding shares, which is what you disclose in the table on
page 2. Please revise
         your disclosure to be consistent.
Security Ownership of Certain Beneficial Owners and Management, page 2

3.       Currently, your beneficial ownership table disclosure appears to
assume the issuance of
         the remaining shares to be issued pursuant to the Peak Equity share
exchange agreement
         and gives effect to the proposed amendment to your articles of
incorporation that
         will increase your number of shares of common stock authorized for
issuance to 7.45
         billion. Since these shares have not yet been issued and the amendment
to your articles
         has not yet taken effect, please also provide separate beneficial
ownership disclosure
         based on your current number of shares of common stock that are issued
and outstanding
         and authorized for issuance.
Executive Compensation, page 3

4.       Please update all of your executive compensation disclosure for fiscal
year 2019.
I. Amendment to the Articles of Incorporation..., page 6

5.       The table you provide in this section discloses that you will have
6,950,000,000 shares of
         common stock authorized and reserved for issuance after the amendment
to your articles
         to increase your number of authorized shares. Please reconcile this
amount with your
         other disclosure on page 6 and elsewhere that indicates that you are
still obligated to issue
         7,018,360,787 shares of common stock pursuant to the Peak Equity share
exchange
         agreement.
6.       Please revise to disclose the dilutive effect of the increase in
authorized shares of common
         stock and the issuance of the shares of common stock that you are
obligated to issue
         pursuant to the Peak Equity share exchange agreement. Include
disclosure in this section
         that provides the exact amounts of the dilutive effect of this
issuance on earnings per share
         and the book value per share of your common stock. In addition, revise
to include the
         percentage by which the existing stockholders  ownership will decrease
upon this
         issuance.
7.       Please include a form of the planned amendment to your articles of
incorporation with
         your next filing.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Jianhua Wu
Sharing Economy International Inc.
February 13, 2020
Page 3

       Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or
Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.

                                                           Sincerely,
FirstName LastNameJianhua Wu
                                                           Division of
Corporation Finance
Comapany NameSharing Economy International Inc.
                                                           Office of Technology
February 13, 2020 Page 3
cc:       Thomas E. Puzzo, Esq.
FirstName LastName
</TEXT>
</DOCUMENT>