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United States securities and exchange commission logo
May 2, 2024
Wensheng Liu
Chief Executive Officer
ETAO International Co., Ltd.
1460 Broadway, 14th Floor
New York, NY 10036
Re:ETAO International Co., Ltd.
Amendment No. 1 to Annual Report on Form 20-F for Fiscal Year Ended
December 31, 2022
Filed April 11, 2023
File No. 001-41629
Dear Wensheng Liu:
            We have reviewed your filing and have the following comment(s).
            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. Unless
we note otherwise, any references to prior comments are to comments in our December 15, 2023
letter.
Annual Report on Form 20-F/A for the Year Ended December 31, 2022
Part I
Item 3. Key Information, page 1
1.We note your response to comment 1 and reissue the comment in part. We also note your
disclosure on page 34 that legal risks associated with being based in and having operations
in China apply to entities and businesses in mainland China rather than to entities or
business in Hong Kong and Macau. Please revise to disclose that the legal risks associated
with operating in China discussed in the annual report also apply to operations in Hong
Kong and Macau.
2.We note your response to comment 5 and reissue the comment in part. Please provide a
diagram of the company’s corporate structure, identifying the person or entity that owns
the equity in each depicted entity and depicting the relationship with each VIE.

 FirstName LastNameWensheng Liu
 Comapany NameETAO International Co., Ltd.
 May 2, 2024 Page 2
 FirstName LastName
Wensheng Liu
ETAO International Co., Ltd.
May 2, 2024
Page 2
3.We note your response to comment 6 and we reissue in part. Please refrain from using
terms such as “we” or “our” when describing activities or functions of a VIE. For
example, and without limitation, we note on page 73 when discussing the activities of
the Baihui (Beijing) Biotech Co., Ltd., you state "we will file an Investigational New Drug
application" and "we will complete the New Drug Application and look to commercial
production thereafter." Please revise your disclosure accordingly.
4.We note your response to comment 7 and reissue the comment in part. We note your
disclosure, such as on page 58, 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. Please revise your disclosure on page 1 to reflect this
information. Please also revise your disclosure on page 1 to clarify, if true, that 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.
General
5.We note your response to prior comment 13 and your revised disclosure on page v and we
reissue the comment in part. Please identify each officer and/or director located in China
or Hong Kong.
            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.