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Smart Share Global
Limited

6th Floor, 799 Tianshan
W Road

Changning District,
Shanghai 200335

People’s
Republic of China

January 17, 2023

VIA EDGAR

Mr. Dietrich King

Ms. Kate Beukenkamp

Mr. Adam Phippen

Mr. Tony Watson

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Smart
                                            Share Global Limited (the “Company”)

    Form 20-F
                                            for the Fiscal Year Ended December 31, 2021

    Filed
                                            on April 27, 2022 (File No. 001-40298)

Dear
Mr. King, Ms. Beukenkamp,
Mr. Phippen and Mr. Watson,

This letter sets
forth the Company’s responses to the comments contained in the letter dated December 19, 2022 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F
for the fiscal year ended December 31, 2021 filed with the Commission on April 27, 2022 (the “2021 Form 20-F”).
The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms
used but not defined in this letter shall have the meaning ascribed to such terms in the 2021 Form 20-F.

Form 20-F for the Fiscal
Year Ended December 31, 2021

Introduction,
page 1

 1. Regarding
                                            certain terms in this section, in future filings please address the following:

 · Revise
                                            your definition of "China" and "PRC" to state that the legal and operational
                                            risks associated with operating in China also apply to operations in Hong Kong;

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 17, 2023

Page 2

The
Company respectfully advises the Staff that the Company does not have any business operation in Hong Kong. Therefore, the Company faces
no material legal or operational risk with respect to Hong Kong. The Company will make disclosure of material risks associated with Hong
Kong, if any, in the event that the Company carries out business operation in that jurisdiction in the future.

 · Expand
                                            your definition of "offline networks" to briefly describe the meaning of "offline
                                            cabinets." We note that it does not appear that this term is used elsewhere in your
                                            disclosure; and

In
response to the Staff’s comment, the Company respectfully advises the Staff that “offline
network” refers to the collective network formed through the Company’s cabinets which are placed at location partners. The
Company’s cabinets that are used to charge and store power banks and serve as a point of contact for users to access our mobile
device charging services. The Company proposes to include the following revised disclosure as shown below in its future Form 20-F
filings (with deletions shown in strikethrough and additions underlined), subject to updates and adjustments to be made in connection
with any material development of the subject matter being disclosed:

·          “offline
network” refers to the collective network formed through our cabinets which are placed at location partners. Our cabinets are
our offline cabinets used to charge and store power banks and serve as a point of contact for users to access
our mobile device charging services, and the network of our location partners;

 · Revise
                                            this section to include a reference to Smart Share International Limited, your wholly-owned
                                            HK entity, and briefly identify its form of entity and role within your organizational structure.

In
response to the Staff’s comment, the Company proposes to include the following revised disclosure
as shown below in its future Form 20-F filings (with deletions shown in strikethrough and additions underlined), subject to updates
and adjustments to be made in connection with any material development of the subject matter being disclosed:

·          “Smart
Share International Limited” refers to our intermediary holding company, a private company limited by shares incorporated in Hong
Kong, that does not conduct any business operation.

Cash Flows through Our Organization,
page 4

 2. In
                                            future filings, please provide a cross-reference to the condensed consolidating schedule
                                            and the consolidated financial statements.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 17, 2023

Page 3

In
response to the Staff’s comment, the Company proposes to include the following revised disclosure
(page reference is made to the 2021 Form 20-F to illustrate the approximate location of the disclosure) as shown below in its
future Form 20-F filings (with deletions shown in strikethrough and additions underlined), subject to updates and adjustments to
be made in connection with any material development of the subject matter being disclosed:

Page 7

“Cash Flows through
Our Organization

…
In 2019, 2020 and 2021, Smart Share Global Limited, through its intermediate holding company, provided capital contribution of RMB119.4
million, RMB178.2 million and RMB1,005.0 million (including capital contribution of RMB358.4 million to Zhixiang WFOE), respectively,
to its subsidiaries in China. For details of capital contribution from Smart Share Global Limited to its subsidiaries, see the “investments
in subsidiaries” as in the selected condensed consolidated cash flows information under “Item 3. Key Information—A.
[Reserved]—Financial Information Related to The Variable Interest Entities.” In 2019, 2020 and 2021, Smart Share Global
Limited did not provide loans to its subsidiaries in China. For the years ended December 31, 2019, 2020 and 2021, no assets other
than cash were transferred between our company and our PRC subsidiaries and the variable interest entities, no subsidiaries paid dividends
or made other distributions to Smart Share Global Limited, and no dividends or distributions were paid or made to U.S. investors. Pursuant
to the Exclusive Business Cooperation Agreement between our wholly-owned PRC subsidiary and the respective variable interest entity and
its shareholders, the amount of consultancy and service fees should be mutually agreed in each quarterly bill according to the amount
and commercial value of the services provided to the variable interest entity. However, our WFOEs may adjust the standard of consultancy
and service fees according to the amount and content of services provided. According to the existing VIE agreements, for the years ended
December 31, 2019, 2020 and 2021, the amount of consultancy and service fees paid by variable interest entities to WFOEs were nil,
RMB37.3 million and RMB18.3 million, respectively. For details of the amount of consultancy and service fees paid by variable interest
entities to WFOEs, see “intercompany payments from service charge” as in the selected condensed consolidated cash flows information
under “Item 3. Key Information—A. [Reserved]—Financial Information Related
to The Variable Interest Entities.” In 2019, 2020 and 2021, our subsidiaries in China
did not provide loans to the variable interest entities. In 2019, 2020 and 2021, our subsidiaries in China paid RMB108.6 million, RMB124.2
million and RMB88.0 million, respectively, to the variable interest entities for intra-group transactions. For details of the amount
paid by our subsidiaries to the variable interest entities, see “intercompany receipts from service charge” as in the selected
condensed consolidated cash flows information under “Item 3. Key Information—A. [Reserved]—Financial Information Related
to The Variable Interest Entities.” If there is any amount payable to relevant WFOEs under the VIE agreements, the variable
interest entities will settle the amount accordingly. For details of the financial position, cash flows and results of operations of
the variable interest entities, see the selected condensed consolidated financial information under “Item 3. Key Information—A.
[Reserved]—Financial Information Related to The Variable Interest Entities”, “Item 5. Operating and Financial Review
and Prospects—A. Operating Results” and the consolidated financial statements commencing on page F-1, included in
“Item 18. Financial Statements” of this annual report on Form 20-F.”

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 17, 2023

Page 4

 3. In
                                            future filings, please amend your disclosure here and in the summary risk factors and risk
                                            factors sections to state that there is no assurance the PRC government will not intervene
                                            in or impose restrictions on the ability of you, your subsidiaries, and the consolidated
                                            VIE(s) to transfer cash. State that, to the extent cash in the business is in the PRC
                                            or a PRC entity, the funds may not be available to fund operations or for other use outside
                                            of the PRC due to interventions in or the imposition of restrictions and limitations on the
                                            ability of you, your subsidiaries, or the VIEs by the PRC government to transfer cash.

In
response to the Staff’s comment, the Company proposes to include the following revised disclosure
in the Cash Flows through Our Organization, the summary risk factors and the risk factors sections (page reference is made to the
2021 Form 20-F to illustrate the approximate location of the disclosure) as shown below in its future Form 20-F filings (with
deletions shown in strikethrough and additions underlined), subject to updates and adjustments to be made in connection with any material
development of the subject matter being disclosed:

Page 7

“.
. . Because Smart Share Global Limited and its subsidiaries control the variable interest entities through contractual arrangements,
Smart Share Global Limited and its subsidiaries are not able to make direct capital contribution to the variable interest entities. However,
Smart Share Global Limited and its subsidiaries may transfer cash to the variable interest entities by loans or by making payment to
the variable interest entities for inter-group transactions. There is no assurance the PRC government will not intervene in or impose
restrictions on the ability of Smart Share Global Limited, its subsidiaries, and the VIE to transfer cash. To the extent cash in the
business is in the PRC or a PRC entity, the funds may not be available to fund operations or for other use outside of the PRC due to
interventions in or the imposition of restrictions and limitations on the ability of Smart Share Global Limited, its subsidiaries, or
the VIE by the PRC government to transfer cash.”

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 17, 2023

Page 5

Page 19

“Risks Relating
to Doing Business in China

. . .

 · Uncertainties
                                            in the interpretation and enforcement of PRC laws and regulations could limit the legal protections
                                            available to you and us. In addition, there is no assurance the PRC government will not
                                            intervene in or impose restrictions on the ability of Smart Share Global Limited, its subsidiaries,
                                            and the VIE to transfer cash. To the extent cash in the business is in the PRC or a PRC entity,
                                            the funds may not be available to fund operations or for other use outside of the PRC due
                                            to interventions in or the imposition of restrictions and limitations on the ability of Smart
                                            Share Global Limited, its subsidiaries, or the VIE by the PRC government to transfer cash.
                                            See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business
                                            in China—Uncertainties in the interpretation and enforcement of PRC laws and regulations
                                            could limit the legal protections available to you and us.”

Page 50

“Risks Relating to
Doing Business in China

Uncertainties in the
interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.

…

Our PRC
subsidiaries are foreign-invested enterprises and are subject to laws and regulations applicable to foreign-invested enterprises as well
as various Chinese laws and regulations generally applicable to companies incorporated in China. However, since these laws and regulations
are relatively new and the PRC legal system continues to evolve, the interpretations and enforcement of these laws, regulations and rules involve
uncertainties. In addition, there is no assurance the PRC government will not intervene in or impose restrictions on the ability of
Smart Share Global Limited, its subsidiaries, and the VIE to transfer cash. To the extent cash in the business is in the PRC or a PRC
entity, the funds may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition
of restrictions and limitations on the ability of Smart Share Global Limited, its subsidiaries, or the VIE by the PRC government to transfer
cash.”

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 17, 2023

Page 6

 4. To
                                            the extent you have cash management policies that dictate how funds are transferred between
                                            you, your subsidiaries, the VIE(s) or investors, in future filings please summarize
                                            the policies in this section, and disclose the source of such policies (e.g., whether they
                                            are contractual in nature, pursuant to regulations, etc.); alternatively, state that
                                            you have no such cash management policies that dictate how funds are transferred.

In
response to the Staff’s comment, the Company proposes to include the following revised disclosure
(page reference is made to the 2021 Form 20-F to illustrate the approximate location of the disclosure) as shown below in its
future Form 20-F filings (with deletions shown in strikethrough and additions underlined), subject to updates and adjustments to
be made in connection with any material development of the subject matter being disclosed:

Page 7

“We
have established stringent relevant controls and procedures for cash flows within our organization. Each transfer
of cash between our company and a subsidiary or a VIE is subject to internal approval. We have implemented a cash management policy
that dictates how funds are transferred between Smart Share Global Limited, our subsidiaries, the VIE or investors, for purposes of establishing
good internal control over cash management. Under our cash management policy, cash is managed by the treasury department of our company,
and each transfer of cash between Smart Share Global Limited and a subsidiary or the VIE is subject to internal approval. The treasury
department monitors the