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United States securities and exchange commission logo
December 15, 2023
Wensheng Liu
Chief Executive Officer
ETAO International Co., Ltd.
1460 Broadway, 14th Floor
New York, NY 10036
Re:ETAO International Co., Ltd.
Annual Report on Form 20-F
Filed September 1, 2023
File No. 001-41629
Dear Wensheng Liu:
            We have reviewed your filing and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Introduction
Conventions Used in this Annual Report, page iii
1.We note your defined term "China" excludes "for the purpose of this annual report only
and references to the specific laws and regulations, Hong Kong, Macau and Taiwan."
Please clarify that the legal and operational risks associated with operating in China
discussed elsewhere in the annual report also apply to operations in Hong Kong and
Macau. Furthermore, please revise to clarify which of your entities are domiciled in or
have operations in Hong Kong and/or Macau and discuss the applicable laws and
regulations in Hong Kong and/or Macau as well as the related risks and consequences.
Item 3. Key Information, page 1
2.At the onset of Part I, please disclose prominently that you are not a Chinese operating
company but a Cayman Islands holding company with operations conducted by your
subsidiaries and through contractual arrangements with variable interest entities (VIEs)
based in China and that this structure involves unique risks to investors. If true, disclose

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December 15, 2023
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that these contracts have not been tested in a court of law. Explain whether the VIE
structure is used to provide investors with exposure to foreign investment in China-based
companies where Chinese law prohibits direct foreign investment in the operating
companies, and disclose that investors may never hold equity interests in the Chinese
operating company. Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or a material change in the value of your securities, including that it
could cause the value of your securities to significantly decline or become worthless.
Provide a cross-reference to your detailed discussion of risks facing the company as a
result of this structure.
3.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your securities or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, have or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on a U.S. or other foreign exchange.
4.Please disclose the location of your auditor’s headquarters and whether and how the
Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company. Please also
revise to update your disclosure in your risk factors on pages 36 and 45 accordingly.
5.Please provide a diagram of the company’s corporate structure, identifying the person or
entity that owns the equity in each depicted entity. Describe all contracts and
arrangements through which you claim to have economic rights and exercise control that
results in consolidation of the VIE’s operations and financial results into your financial
statements. Identify clearly the entity in which investors are purchasing their interest and
the entity(ies) in which the company’s operations are conducted. Describe the relevant
contractual agreements between the entities and how this type of corporate structure may
affect investors and the value of their investment, including how and why the contractual
arrangements may be less effective than direct ownership and that the company may incur
substantial costs to enforce the terms of the arrangements. Disclose the uncertainties
regarding the status of the rights of the Cayman Islands holding company with respect to
its contractual arrangements with the VIE, its founders and owners, and the challenges the
company may face enforcing these contractual agreements due to legal uncertainties and
jurisdictional limits.
6.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the

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business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
and/or the VIEs conduct operations in China, that each VIE is consolidated for accounting
purposes but is not an entity in which you own equity, and that the holding company does
not conduct operations.
7.We note your disclosure that the Cayman Islands holding company controls and receives
the economic benefits of the VIEs' business operations through contractual agreements
between the VIEs and your Wholly Foreign-Owned Enterprise (WFOE) and that those
agreements are designed to provide your WFOE with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder
of the VIEs. We also note your disclosure that the Cayman Islands holding company is the
primary beneficiary of the VIEs. However, neither the investors in the holding company
nor the holding company itself have an equity ownership in, direct foreign investment in,
or control of, through such ownership or investment, the VIEs. Please reflect this same
disclosure here at the outset of Item 3. Accordingly, please refrain from implying that the
contractual agreements are equivalent to equity ownership in the business of the
VIEs. Any references to control or benefits that accrue to you because of the VIEs should
be limited to a clear description of the conditions you have satisfied for consolidation of
the VIEs under U.S. GAAP. Additionally, your disclosure should clarify that you are the
primary beneficiary of the VIEs for accounting purposes.
8.Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to operate your business and to offer securities to
foreign investors. State whether you, your subsidiaries, or VIEs are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve the VIE’s operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied. Please also describe the consequences to you and your investors if you,
your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
9.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and

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ETAO International Co., Ltd.
December 15, 2023
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your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries and/or the consolidated VIEs, to the parent company
and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.
Provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.
10.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading. In addition, please revise your disclosure in
your risk factor on page 30 to replace the statements referring to a condensed
consolidation schedule and to consolidated financial statements in your Form F-4
(Registration No. 333-268819) with cross-references to the condensed consolidating
schedule and the consolidated financial statements.
Item 16C. Principal Accountant Fees and Services., page 103
11.Please provide the disclosure regarding auditor fee and services required by Item 16.C
Auditor Fee and Services. Also, please tell us your specific consideration of Item 16C.(f).
Consolidated Statements of Operations Information, page F-10
12.Please revise your schedule to disaggregate the WFOE, Etao International Healthcare
Technology Co., Ltd., in its own column separate from the parent company, the VIE and
the other subsidiaries. “Parent” is not defined in the filing, so please clarify which entity
this refers to. Also, please provide separate line items for intercompany amounts,
including intercompany balances, activities and cash flows. The intercompany amounts
should be presented on a gross basis and when necessary, additional disclosure about such
amounts should be included as appropriate.

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 Comapany NameETAO International Co., Ltd.
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 FirstName LastName
Wensheng Liu
ETAO International Co., Ltd.
December 15, 2023
Page 5
General
13.To the extent that one or more of your officers and/or directors are located in China
or Hong Kong, please create a separate Enforceability of Civil Liabilities section for
the discussion of the enforcement risks related to civil liabilities due to your officers
and directors being located in China or Hong Kong.  Please identify each officer
and/or director located in China or Hong Kong and disclose that it will be more difficult
to enforce liabilities and enforce judgments on those individuals.  For example, revise
to discuss more specifically the limitations on investors being able to effect service
of process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost
and time constraints.  Also, please disclose these risks in a separate risk factor, which
should contain disclosures consistent with the separate section, and include the risk in
your summary risk factor disclosure.
            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 Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you have
questions regarding comments on the financial statements and related matters. Please contact
Nicholas O'Leary at 202-551-4451 or Jessica Ansart at 202-551-4511 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joan Wu, Esq.