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Missfresh Limited

3rd Floor, Block A, Vanke Times Center

No.9 Wangjing Street

Chaoyang District, Beijing 100016

The People’s Republic of China

August 31, 2023

VIA EDGAR

Mr. Andrew Mew

Mr. Jimmy McNamara

Division of Corporation Finance

Disclosure Review Program

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:  Missfresh Ltd

Form 20-F for the Year Ended December 31,
2022

  File No. 001-40529

Dear Mr. Mew
and Mr. McNamara,

This letter sets forth the responses of Missfresh
Limited (the “Company”) to the comments contained in the letter dated August 17, 2023 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, 2022 filed with the Commission on August 3, 2023 (the “2022 Form 20-F”).
The Staff’s comments are repeated below in bold and 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 2022 Form 20-F.

Form 20-F for the Fiscal Year Ended
December 31, 2022

Item 16I. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections, page 140

 1. We note your statement that you reviewed the Company’s register of members as well as the Schedule
13Gs and the amendments thereto filed by major shareholders in connection with your required submission under paragraph (a). Please supplementally
describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications
such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials
reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).

Paragraphs (a) and (b)(3) of
Item 16I

In connection with the required submission
under paragraph (a) and the required disclosure under paragraph (b)(3) of Item 16I, the Company respectfully supplements that
it relied on the Company’s register of members as of June 30, 2023 and the beneficial ownership schedules (i.e., Schedule
13G beneficial ownership reports and the amendments thereto) filed by the Company’s major shareholders. As the major shareholders
are legally obligated to file beneficial ownership schedules with the Commission, the Company believes such reliance is reasonable and
sufficient.

Division of Corporation Finance

Disclosure Review Program

Securities and Exchange Commission

August 31, 2023

Page 2

Based on the examination of the Company’s
register of members as well as Schedule 13G beneficial ownership reports and the amendments thereto filed by the Company’s major
shareholders, other than (i) Freshking Limited, (ii) Tencent Entities, and (iii) Xiamen Missfresh Equity Investment Partnership
(Limited Partnership), no shareholder beneficially owned 5% or more of the Company’s total issused and outstanding ordinary shares
as of June 30, 2023. Additionally, except for Xiamen Missfresh Equity Investment Partnership (Limited Partnership), none of these
shareholders was owned or controlled by any governmental entity of mainland China. Based on the review of the public filings:

 · Freshking Limited owned 9.4% of the Company’s total issued and outstanding shares and held 58.0%
of the Company’s aggregate voting power as of June 30, 2023. Freshking Limited is wholly owned and controlled by Mr. Zheng
Xu, the founder, chairman of the board of directors and chief executive officer of the Company.

 · Tencent Entities include Image Frame Investment (HK) Limited and Tencent Mobility Limited, which are all
subsidiaries of Tencent Holdings Limited, a company incorporated in the Cayman Islands and listed on the Stock Exchange of Hong Kong Limited
(SEHK: 0700). Tencent Entities owned 7.6% of the Company’s total issued and outstanding shares and held 2.3% of the Company’s
aggregate voting power as of June 30, 2023. Based on public filings, Tencent Entities are not owned or controlled by a governmental
entity of mainland China.

 · Xiamen Missfresh Equity Investment Partnership (Limited Partnership) owned 7.5% of the Company’s
total issued and outstanding shares and held 2.3% of the Company’s aggregate voting power as of June 30, 2023. Xiamen Missfresh
Equity Investment Partnership (Limited Partnership) is incorporated in mainland China with Qingdao Conson Innovation Equity Investment
and Management Co., Ltd. being its sole general partner. Qingdao Conson Innovation Equity Investment and Management Co., Ltd.
is ultimately wholly owned by the State-Owned Assets Supervision and Administration Commission of Qingdao Municipal Government.

In addition, to the best of the Company’s
knowledge, certain portion of the equity interests in each of Suzhou Industrial Park Prosperity Fresh Enterprise, Qilu (Xiamen) Equity
Investment Partnership (Limited Partnership), and CICC Gongying Qijiang (Shanghai) Science and Technology Equity Investment Fund Partnership
(Limited Partnership), which were record holders of the Company’s ordinary shares as of June 30, 2023, is held by certain governmental
entities of mainland China.

Division of Corporation Finance

Disclosure Review Program

Securities and Exchange Commission

August 31, 2023

Page 3

 · Suzhou Industrial Park Prosperity Fresh Enterprise owned 0.9% of the Company’s total issued and
outstanding shares and held 0.3% of the Company’s aggregate voting power as of June 30, 2023. To the best of the Company’s
knowledge, Suzhou Industrial Park Prosperity Fresh Enterprise is a company incorporated in mainland China, 99.6% of whose equity is directly
or indirectly owned by Changshu Economic Development Zone Administration Committee, Changshu Municipal Bureau of Finance and Changshu
State-Owned Capital Investment Operation Group Co., Ltd.

 · Qilu
(Xiamen) Equity Investment Partnership (Limited Partnership) owned 0.9% of the Company’s total issued and outstanding shares and
held 0.3% of the Company’s aggregate voting power as of June 30, 2023. To the best of the Company’s knowledge, Qilu
(Xiamen) Equity Investment Partnership (Limited Partnership) is a limited partnership established in mainland China, and 99.9% of its
equity interest is ultimately owned by certain natural persons while the remaining 0.1% is indirectly held by Central Huijin Investment
Co., Ltd., HKSCC Nominees Limited and China National Investment and Guaranty Corporation.

 · CICC
Gongying Qijiang (Shanghai) Science and Technology Equity Investment Fund Partnership (Limited Partnership) owned 0.9% of the Company’s
total issued and outstanding shares and held 0.3% of the Company’s aggregate voting power as of June 30, 2023. To the best
of the Company’s knowledge, CICC Gongying Qijiang (Shanghai) Science and Technology Equity Investment Fund Partnership (Limited
Partnership) is a limited partnership established in mainland China, and 54.5% of its equity interest is ultimately owned by certain
natural persons while the remaining 45.5% is indirectly held by multiple governmental entities in mainland China (such as State-Owned
Assets Supervision and Administration Commission of Shanghai Huangpu District Government, the People’s Government of Jiangsu Province
and State-Owned Assets Supervision and Administration Commission of Nanjing Municipal Government).

Based on the analysis in previous
paragraphs, the governmental entities in mainland China indirectly owned 8.8% of the Company’s total issued and outstanding
ordinary shares and held 2.7% the Company’s aggregate voting power of the Company as of June 30, 2023. To the best of the
Company’s knowledge, no other governmental entities in mainland China owned any shares of Missfresh Limited as of
June 30, 2023. Further, as disclosed in the 2022 Form 20-F, Mr. Zheng Xu (by himself and through Freshking Limited, a
company wholly-owned and controlled by him, and Tigerteeth Entity Limited, whose voting rights of all Class A ordinary shares of the
Company have been fully delegated to him) held over a majority of the Company’s aggregate voting power as of June 30,
2023. Based on the foregoing, the Company believes that the governmental entities in mainland China do not have a controlling
financial interest in the Company as of June 30, 2023.

Division of Corporation Finance

Disclosure Review Program

Securities and Exchange Commission

August 31, 2023

Page 4

Paragraph (b)(2) of Item 16I

In connection with the required disclosure
under paragraph (b)(2) of Item 16I, the Company respectfully submits to the Staff that, based on its register of members as of June 30,
2023, its shareholders of record included: (i) JPMorgan Chase Bank, N.A., (ii) special purpose vehicles wholly owned or controlled
by certain natural persons, such as Freshking Limited, and (iii) institutional shareholders, such as Tencent Entities, Xiamen Missfresh
Equity Investment Partnership (Limited Partnership), Suzhou Industrial Park Prosperity Fresh Enterprise, Qilu (Xiamen) Equity Investment
Partnership (Limited Partnership) and CICC Gongying Qijiang (Shanghai) Science and Technology Equity Investment Fund Partnership (Limited
Partnership).

 · JPMorgan Chase Bank, N.A. is the depositary of the Company’s ADS program and acts as the attorney-in-fact
for the ADS holders. It would present an undue hardship for the Company to verify the background of each ADS holder due to the large number
of such holders, and the Company could only rely on the Schedule 13Gs and the amendments thereto filed by the beneficial owners of 5%
or more of the Company’s ordinary shares. Based on such public filings, none of the holders who own 5% or more of the Company’s
shares is reported to be, or owned or controlled by, a governmental entity in the Cayman Islands, Hong Kong or British Virgin Islands.

 · In terms of the institutional shareholders, based on the examination of publicly available information,
such as the institutional shareholders’ websites and the Schedule 13Gs and the amendments thereto filed by them, to the best of
the Company’s knowledge, no governmental entities in the Cayman Islands, Hong Kong or British Virgin Islands own shares of any of
the institutional shareholders.

Therefore, to the best of the Company’s
knowledge, no governmental entities in the Cayman Islands, Hong Kong and British Virgin Islands owned any shares of the Company as of
June 30, 2023.

The Company believes it is
reasonable and sufficient to rely on its register of members and Schedule 13G beneficial ownership reports and the amendments
thereto, and it respectfully submits that it did not rely upon any legal opinions or third party certifications such as affidavits
as the basis of its submission.

Division of Corporation Finance

Disclosure Review Program

Securities and Exchange Commission

August 31, 2023

Page 5

 2. In order to clarify the scope of your review, please supplementally describe the steps you have taken
to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese
Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees
of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.

The Company respectfully submits to
the Staff that it has asked each of the directors of the Company to complete a questionnaire as part of its annual compliance procedures.
Each director of the Company confirmed in such questionnaire that such director is not an official of the Chinese Communist Party. In
addition, directors of the Company’s consolidated foreign operating entities are either (i) directors of the Company or (ii) employees
of the Company. In terms of these employees of the Company, as part of their employment onboarding process, they are required to provide
their background information, including any affiliation with the Chinese Communist Party, to the Company. In addition, it is the Company’s
policy that employees have obligations to report any external commitment, including their status as officials of the Chinese Communist
Party, to the Company during the annual compliance procedures. To date, none of these employee directors has reported to the Company
regarding their status as officials of the Chinese Communist Party. Therefore, based on information collected from these employee directors,
the Company believes that none of the members of the board of directors of the Company or its operating entities is an official of the
Chinese Communist Party. The Company respectfully submits that it did not rely upon any third party certifications such as affidavits
as the basis of its submission.

 3. We note that your disclosures pursuant to Items 16I(b)(2) and (b)(3) are provided for Missfresh
Limited.  We also note that your disclosures on Exhibit 8.1 that indicate that you have consolidated foreign operating entities
in Hong Kong, Cayman Islands, British Virgin Islands, and the People’s Republic of China.  Please note that Item 16I(b) requires
that you provide disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar
structures.

 · With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated
foreign operating entities are organized or incorporated and confirm, if true, that you have disclosed the percentage of your shares or
the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities.  Alternatively, provide this information in your supplemental response.

With respect to the required disclosure
under paragraph (b)(2) of Item 16I, the Company respectfully submit to the Staff that, based on the analysis in the response to Comment
#1 set out above, although the governmental entities in mainland China indirectly owned 8.8% of the Company’s total outstanding
ordinary shares and held 2.7% the Company’s aggregate voting power of the Company as of June 30, 2023, no government entities
in China had a controlling financial interest in the Company and no governmental entities in the Cayman Islands, Hong Kong and British
Virgin Islands (collectively referred to as the “Other Jurisdictions”) owned any shares of the Company as of June 30,
2023.

Division of Corporation Finance

Disclosure Review Program

Securities and Exchange Commission

August 31, 2023

Page 6

The jurisdictions in which the Company’s
consolidated foreign operating entities as disclosed in Exhibit 8.1 of the 2022 Form 20-F (the “Consolidated Foreign
Operating Entities”) are incorporated include mainland China, Hong Kong, the Cayman Islands, and British Virgin Islands (collectively
referred to as the “Relevant Jurisdictions”). The Consolidated Foreign Operating Entities are either 100% wholly owned
by, or partially owned but controlled by, the Company ultimately.

In terms of the Consolidated Foreign
Operating Entities incorporated in Other Jurisdictions, the Company holds 100% of their equity interests, except for Mrfresh Limited,
Mrfresh HK Limited, Z Box Global Limited and Z Box Hong Kong Limited. In terms of Mrfresh Limited, an entity incorporated in the Cayman
Islands, 80.7% of its equity interests is held by the Company and the remaining 19.3% is held by (i) special purpose vehicles wholly
owned or controlled by certain natural persons and (ii) certain institutional investors, which collectively held 7.9% of Mrfresh
Limited’s total issued and outstanding ordinary shares as of June 30, 2023. Based on the examination of publicly available
information, such as the institu