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ETAO International Co., Ltd.

1460 Broadway, 14th Floor

New York, NY 10036

April 11, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Mr. Al
Pavot

    Mr. Terence
O’Brien

    Re:

    ETAO International Co., Ltd.

    Annual Report on Form 20-F

    Filed September 1, 2023

    File No. 001-41629

Mr. Pavot and Mr. O’Brien:

ETAO International Co., Ltd. (the “Company”, “ETAO,”
“we”, “us” or “our”) hereby transmits its response to the letter received from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated December
15, 2023 regarding our Form 20-F for fiscal year ended December 31, 2022. We are filing an amendment No.1 to Form 20-F (the “Amended
20-F”) along with this letter. For ease of reference, we have repeated the Commission’s comments in this response and
numbered them accordingly.

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.

Response: In
response to the Staff’s comments, we have revised the definitions of “China” or “PRC”, and of Hong Kong
and Macau for purpose of the annual report on page ii of the Amended 20-F. We also clarified on pages [    ] of the Amended 20-F that only
ETAO International Group Co., Ltd. is domiciled in Hong Kong. No subsidiary of ours or any VIE is domiciled in Macau.

Last, we disclosed on
pages [    ] of the Amended 20-F that the operational risks associated with being based in and having operations in China also apply to operations
in Hong Kong and Macau. With respect to the legal risks associated with being based in and having operations in China, the laws, regulations
and discretion of the governmental authorities in China discussed in our annual report are expected to apply to entities and businesses
in mainland China, rather than to entities or businesses in Hong Kong and Macau which operate under different sets of laws from those
of mainland China. ETAO, its subsidiaries and the VIEs do not have operations in Hong Kong or in Macau.

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 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.

Response: In
response to the Staff’s comment, we have added disclosure at the onset of Part I, on page 1 of the Amended 20-F, to disclose prominently
that ETAO is a holding company incorporated in the Cayman Islands with no material operations. It is not a Chinese operating company,
and it conducts all of the operations in China through its subsidiaries and the VIEs and that this structure involves unique risks to
investors. We also disclosed that the VIE agreements have not been tested in a court of law in China. We acknowledged in the disclosure
that we are also subject to the risks and uncertainties about any future actions of the PRC government that could disallow the VIE structure,
which would likely result in a material change in our operations, and the value of our Ordinary Shares may depreciate significantly or
become worthless. We have added cross references to our detailed discussion of relevant risk factors relating to our corporate structure
and doing business in China.

    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.

Response: In response
to the Staff’s comment, we have revised the disclosures on page 2 to page 6 of the Amended 20-F to prominent disclosure about the
legal and operational risks associated with being based in China. We clarified that these risks could result in a material change in our
operations and/or the value of our securities or could significantly limit or completely hinder our ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be worthless. We also included disclosure to
address 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 our ability to conduct our 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.

Response: In
response to the Staff’s comment, we have revised the disclosures on pages 44 accordingly.

    2

    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.

Response: In response
to the Staff’s comment, we have revised the disclosures on pages 10 and 98 accordingly. We respectfully inform the Staff that we
also disclosed that “we are subject to the risks of uncertainty of any future actions of the PRC government in this regard including
the risk that we inadvertently conclude that the permission or approvals discussed here are not required, that applicable laws, regulations
or interpretations change such that we or the VIE, or any of its subsidiaries is required to obtain approvals in the future, or that the
PRC government could disallow our holding company structure, which would likely result in a material change in our operations, including
our ability to continue our existing holding company structure, carry on our current business, accept foreign investments, and continue
to offer securities to our investors.”

    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 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.

Response: In response
to the Staff’s comment, we have revised the disclosures on page 37- 38 accordingly.

    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.

Response: In response
to the Staff’s comment, we have revised the disclosures on page 38 accordingly

    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.

 Response: In response
to the Staff’s comment, we have revised the disclosures on page 38 accordingly

    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 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.

 Response: In response
to the Staff’s comment, we have revised the disclosures on page 38 accordingly.

    3

Management’s Report on Internal Control Over Financial
Reporting, page 136

    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.

Response: In
response to the Staff’s comment, we have provided in tabular form a condensed consolidating schedule on page 6 to
10 accordingly.

Item 16C. Principal Accountant Fees and Services., page
103

    11.
     Please provide the disclosure regarding aud