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ZW Data Action Technologies Inc.

Room 1106, Xinghuo Keji Plaza,

No. 2 Fufeng Road, Fengtai District, Beijing, PRC

December 30, 2022

VIA EDGAR

Inessa Kessman/Robert Littlepage

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    ZW Data Action Technologies Inc.

    Form 10-K for Fiscal Year Ended December 31, 2021

    File No. 001-34647

Dear Ms. Kessman and Mr. Littlepage,

ZW Data Action Technologies Inc. (“We”
or the “Company”) is hereby providing responses to comments of the Staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) issued on November 9, 2022 regarding the Company’s Form 10-K for the fiscal year
ended December 31, 2021 (the “2021 Form 10-K”) and addressed to Mr. Handong Cheng (the “Staff’s Letter”).

In order to facilitate your review we have responded,
on behalf of the Company, to each of the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs
set forth below respond to the Staff’s comments and correspond to the numbered paragraphs in the Staff’s Letter.

In addition, we respectfully advise the Staff that
the references to prior comments and our prior responses are to the comments of the Staff of the SEC issued on September 9, 2022 regarding
the 2021 Form 10-K and our responses to these comments previously filed with the SEC on October 21, 2022, respectively.

Form 10-K for the Fiscal Year Ended December 31, 2021

Our Subsidiaries, Variable Interest Entities (VIEs) and Ownership Interest Investment Affiliates,
page 3

 1. We note your response to comment three and your proposed disclosure. Please revise your reference to
primary beneficiary here and elsewhere throughout the filing to clarify that you are the “primary beneficiary” of the VIEs
for accounting purposes only.

COMPANY RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we will further revise our disclosure on page 4 of the 2021 Form 10-K to include the required
clarification and include the revised proposed disclosure, as set forth below, in our future Form 10-K filings, with necessary
updates to reflect any subsequent changes of facts or regulations, if any. Revised proposed disclosure in italic format compared
to the disclosure in the 2021 Form 10-K are underlined or strikethrough for the ease of your review,
of which new revisions compared to the proposed disclosure as set forth in our prior responses to prior comment 3 are bolded.
Except for here and the statement of “[a]ll of the VIEs’ assets can be used to settle obligations of their primary beneficiary”
on page F-4 and page F-14 of the 2021 Form 10-K, which we had undertook to remove from our future periodical fillings, as stated in our
prior response to prior comment 8, there was no other reference to “primary beneficiary” throughout the 2021 Form 10-K. In
addition, we respectfully advise the Staff that to the best knowledge of our company, our directors and management, our VIE agreements
have not been tested in a court of law in the PRC as of the date of this submission. We will re-confirm or update this statement as of
the date of each of our future Form 10-K filings to the extent applicable.

The business of the PRC Operating Entities falls
under the class of a business that provides Internet content or information services, a type of value-added telecommunication services,
for which restrictions upon foreign ownership apply. The 2021 Negative List retains the restrictions on foreign ownership related to value-added
telecommunication services. As a result, Rise King WFOE is not allowed to conduct the business the PRC Operating Entities companies are
currently pursuing. Advertising business is open to foreign investment but used to require that the foreign investors of a WFOE should
have been carrying out advertising business for over three years pursuant to the Foreign Investment Advertising Measures as amended by
MOFCOM and the State Administration of Industry and Commerce (“SAIC”, currently known as the State Administration for Market
Regulations, (“SAMR”)) on August 22, 2008, which was repealed in June 29, 2015. Before June 29, 2015, Rise King WFOE was not
allowed to engage in the advertising business because its shareholder, China Net HK, did not meet such requirements. As a result, in order
to control the business and operations of the PRC Operating Entities and consolidate the financial results of the two companies
have the power to direct activities of the PRC Operating Entities that most significantly impact the economic performance of the PRC
Operating Entities and the obligation to absorb the losses and the right to receive benefits of the PRC Operating Entities that could
potentially be significant to the PRC Operating Entities in a manner that does not violate the related PRC laws, Rise King WFOE executed
the Contractual Agreements with the PRC Shareholders and each of the PRC Operating Entities. As such, we are
Rise King WFOE is deemed to be the primary beneficiary of the PRC Operating Entities, or the VIEs, that are parties to
the relevant VIE agreements, for accounting purposes only, which serves the purpose of consolidating the VIEs’ operating results
in the preparation of our consolidated financial statements under the U.S. GAAP.

However, there exist substantial uncertainties
regarding regulations and their potential effect on our VIE structure and contractual arrangements. As of the date of this annual report,
to the best knowledge of our company, our directors and management, our VIE agreements have not been tested in a court of law in the PRC
and may not be effective in providing control over the VIEs as would direct equity ownership.

Report of Independent Registered Public Accounting Firm, page F- 1

 2. We note your response to comment seven and proposed disclosure. If the critical audit matter relates
to your ability to continue as a going concern, then the disclosure both in the audit report and in your filing should state that clearly
versus referencing managements promise / commitment. Please revise accordingly.

COMPANY
RESPONSE: In response to the Staff’s comment, we respectfully advise the Staff that we
will coordinate with our auditor to revise the disclosure of the critical audit matter relates
to our ability to continue as a going concern as required, in both the audit reports and our filings in our future Form 10-K fillings,
unless this matter will not be communicated as a critical audit matter by then. Based on the communications with our auditor during the
interim audit planning process for the year ending December 31, 2022, we believe it is probable that our ability to continue as a going
concern will be communicated as a critical audit matter in the auditor report, with respect to the audits of our consolidated financial
statements as at December 31, 2022 and 2021 and for each of the two fiscal years in the period ending December 31, 2022, to be included
in our annual report on Form 10-K for the year ending December 31, 2022.

We respectfully advise the Staff that the
proposed revised disclosure, as set forth below, speaks of the auditor report dated April 15, 2022 included in the 2021 Form 10-K
(the “2021 auditor report”) for illustrative purposes. We will coordinate with our auditor to update the disclosure to
reflect the financial data, management’s plans and assumptions, the related audit procedures and any other relevant facts to
the extent applicable and include such updated disclosure in both the audit reports and our filings in our future Form 10-K filings.
Proposed revised disclosure in italic format compared to the disclosure in the 2021 auditor report are underlined
for the ease of your review. The critical audit matter and other contents not relating to our
ability to continue as a going concern communicated in the 2021 auditor report was omitted from the below illustration.

Going Concern Assessment

The Company’s primary sources of working capital are cash flows
from operations and fund raising activities from existing and new shareholders. The Company’s cash flows from operations are primarily
impacted by the Company’s service income, and any change in timing or amount of service income may influence the Company’s
operating cash flows. The Company had conducted several fund raising activities during the year, with approximate US$17.1 million
was raised with these activities and resulting an increase in cash and cash equivalent to US$7.2 million as at year ended. Based on the
Company’s operating plan and evaluation on its ability to continue as a concern, as set forth in Note [ ]1 to the
consolidated financial statement, management believes that the current working capital combined with expected operating and financing
cash inflows will be sufficient to fund the Company’s operations and satisfy the Company’s obligations as they come due for
at least one year from the date that the consolidated financial statements are issued.

We identified management’s assessment of the Company’s ability
to continue as a going concern as a critical audit matter. The going concern assessment requires management judgment to critically evaluate
its forecasts and liquidity projections, incorporating the significant and unusual impacts of the COVID-19 pandemic. Auditing the management’s
going concern assessment involved especially challenging auditor judgment and audit effort due to the nature and extent of effort required
to address these matters.

The primary procedures we performed to address this critical audit matter
included:

 l Evaluating the reasonableness of management’s assumptions and revision on forecasts and liquidity
projections, which included: (i) obtaining an understanding of management’s process for developing cash flow forecasts; (ii) comparing
prior period forecasts to actual results; and (iii) assessing the Company’s ability to meet its trailing twelve-month profitability
covenant, including the commitment to increasing in revenues generation; implementing measures that enable it to manage
the payment schedules and reducing operating expenditures for the twelve months from the date that the consolidated financial
statements are issued.

 l Assessing management’s projections in the context of other audit evidences obtained during the
audits and historical performance to determine whether it was contradictory to the conclusion reached by management.

 l Assessing the adequacy of the Company’s going concern disclosures included in Note [ ]1
to the consolidated financial statements.

1. As proposed in our prior response to prior
comment 7 and as disclosed in Note 3 to our Form 10-Q for the quarter ended September 30, 2022, we will add a Note of “Liquidity
and capital resources” whenever applicable to our consolidated financial statements, to discuss our ability to continue as
a concern. We will fill in the exact sequential number of this Note when the related auditor report has become available.

In addition, we respectfully propose to concurrently
revise the caption of the Note of “Liquidity and capital resources” to our consolidated financial statements, which we proposed
to add whenever applicable, as stated in our prior response to prior comment 7 to “Liquidity and capital resources and going
concern evaluation”, which would reflect more accurately and clearly the information discussed in this note and would provide
cross-reference more closely to the proposed revised disclosure in the auditor report as discussed above with our best efforts.

3. Summary of Significant Accounting Policies

e) Cash and cash equivalents, page F-15

 3. We note your response to comment 10 and proposed disclosure. In this regard, please quantify the amount
of cash held in PRC and the U.S. Disclose whether the VIEs, VIE subsidiaries, and PRC subsidiaries have transferred cash outside of the
PRC and the amounts of the transfers. Also, your statement that cash and cash equivalents are “unrestricted as to withdrawal or
use” appears to contradict other disclosure as to restrictions imposed by applicable laws and regulations, including restrictions
on foreign exchange. Please revise accordingly.

COMPANY RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we will further enhance the disclosure related to the summary of accounting policies of
cash and cash equivalents account to include the required information/revision and include the revised proposed disclosure, as set forth
below, in the notes to our consolidated financial statements in our future Form 10-K filings, with necessary updates to reflect
any subsequent changes in facts or regulations, if any. Revised proposed disclosure in italic format compared to the disclosure
in the 2021 Form 10-K are underlined or strikethrough for the ease of your review, of which new
revisions compared to the proposed disclosure as set forth in our prior responses to prior comment 10 are bolded.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand
and bank deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments
with original maturities of three months or less at the time of purchase to be cash equivalents.

The Company’s cash are
is held in accounts at major financial institutions located in the U.S. and the PRC. As of December 31, 2021, US$4.87
million of the Company’s cash was held in accounts at financial institutions located in the U.S., and the remaining US$2.30 million
was held in the accounts at financial institutions located in the PRC. The Company believes that these financial institutions are
of high credit quality, all of which have participated in the federal/national deposit insurance scheme of their respective jurisdiction.
The Company’s cash held in accounts at the financial institutions in the U.S. are insured by the Federal Deposit Insurance Corporation
(“FDIC”) for up to US$0.25 million per depositor per insured bank and the cash held in accounts at the financial institutions
in the PRC are insured by the Deposit Insurance Capital Corporation (“DICC”), a wholly-owned subsidiary of the People’s
Bank of China, for up to RMB0.50 million per depositor per insured bank. The Company, its subsidiaries, VIEs and VIEs’ subsidiaries
have not experienced any losses in such accounts in the U.S. and the PRC and do not believe its their
cash is exposed to any significant risk.

The cash held in accounts at the financial institutions
in the PRC are is in Renminbi. Renminbi is not freely convertible into other currencies.
The Chinese government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance
of currency out of China. Renminbi is currently convertible under the “current account,” which includes dividends, trade and
service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment
and foreign debt. Currently, our PRC subsidiaries may purchase foreign currency for settlement of current account transactions, including
payment of dividends to us, without the approval of the State Administration of Foreign Exchange of China (the “SAFE”) by
complying with certain procedural requirements. However, the relevant Chinese governmental authorities may limit or eliminate our ability
to purchase foreign currencies in the future for current account transactions. The Chinese government may continue to strengthen its capital
controls, and additional restrictions and substantial vetting processes may be instituted by the SAFE for cross-border transactions falling
under both the current account and the capital account. Foreign exchange transactions under the capital account remain subject to limitations
and require approvals from, or registration with, the