SecProbe.io

March 4, 2020
Jianhua Wu
Chief Executive Officer
Sharing Economy International Inc.
8 Hysan Avenue, Causeway Bay
Hong Kong
Re:Sharing Economy International Inc.
Revised Preliminary Information Statement on Schedule 14C
Filed February 26, 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.  Our reference to prior comments is to comments in our letter dated February 13,
2020.
            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.
Revised Preliminary Information Statement on Schedule 14C
Information on Consenting Stockholder, page 2
1.We note the revisions made in response to prior comment 2.  However, we also note that
there continue to be apparent discrepancies with your disclosure.  First, you disclose here
that you had 199,418,592 shares of common stock issued and outstanding as of the record
date.  In the table on page 6 and in the paragraph preceding the table on page 3, you
disclose that you had had 250,000,000 shares of common stock issued and outstanding as
of January 31, 2020.  Please either provide a detailed response explaining this discrepancy
or revise to reconcile it.  Second, in the table on page 2 you disclose that the consenting
stockholder owned 181,474,054 shares of your common stock and below the table you
disclose that the consenting stockholder owned 181,057,805 shares of your common
stock.  Please revise to reconcile.

 FirstName LastNameJianhua Wu
 Comapany NameSharing Economy International Inc.
 March 4, 2020 Page 2
 FirstName LastName
Jianhua Wu
Sharing Economy International Inc.
March 4, 2020
Page 2
Security Ownership of Certain Beneficial Owners and Management, page 3
2.Your response to prior comment 3 indicates that the beneficial ownership table does not
assume the issuance of the shares that remain to be issued pursuant to the Peak Equity
share exchange agreement.  However, we note that Chan Tin Chi and ECinteract
Company Limited's beneficial ownership appears to include these shares.  Accordingly,
please make the revisions requested by prior comment 3 or revise to provide an alternate
presentation that clearly discloses both the number of issued and outstanding shares these
two stockholders currently hold and the number of shares not yet issued that each is
entitled to pursuant to the Peak Equity share exchange agreement.
Executive Compensation, page 4
3.We note that, in response to prior comment 4, you updated the summary compensation
table for fiscal year 2019.  Please ensure that all the compensation disclosures on pages 4
through 6 are similarly updated for fiscal year 2019.
I. Amendment to Articles of Incorporation, page 6
4.We note the revisions made in response to prior comment 5; however, the table continues
to be unclear.  With respect to the "after authorized shares amendment" row, it is unclear
how there will be 200 million shares of common stock that are authorized but unissued
and unreserved if you will also have 250 million shares issued and outstanding and
another 7.2 billion shares authorized and reserved for issuance.  Please revise this table to
ensure that the numbers are consistent with disclosure throughout the document or provide
a detailed explanation of the current presentation.
5.You disclose on pages 3 and 7 that you issued 181,057,805 shares to the Peak Equity
shareholders on December 27, 2019 and that you are still obligated to issue 7,018,942,195
shares to the Peak Equity shareholders. Please explain why these share numbers changed
and why they are not consistent with the disclosure of the transaction in your Form 8-K
filed December 31, 2019, as amended on February 10, 2020.
General
6.We note that there are outstanding comments on your Form 8-K filed December 31, 2019,
as amended on February 10, 2020, and that the Form 8-K is incorporated by reference into
the information statement.  Please be advised that we will be unable to complete our
review of this information statement until the outstanding comments on your Form 8-K
are resolved.  Please ensure that any additional amendments to this Form 8-K are
specifically incorporated by reference into a future amendment of this information
statement.

 FirstName LastNameJianhua Wu
 Comapany NameSharing Economy International Inc.
 March 4, 2020 Page 3
 FirstName LastName
Jianhua Wu
Sharing Economy International Inc.
March 4, 2020
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Thomas E. Puzzo, Esq.