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December 22, 2022
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted December 6, 2022
CIK No. 0001941158
Dear Zheng Nan:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
November 23, 2022 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Cover Page
1.We note your revised disclosure in response to prior comment 1 and reissue the comment.
Refrain from using terms such as “we” or “our” when describing activities or functions of
a VIE throughout your prospectus.  In this regard, we note your disclosure on page i
that substantially all the company's business is conducted by Youba Tech, the VIE in the
PRC, and its subsidiary Webus Travel Agency.

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 December 22, 2022 Page 2
 FirstName LastNameZheng Nan
Webus International Ltd.
December 22, 2022
Page 2
Risk Factors Summary
Risks Related to Corporate Structure, page 5
2.We note your revised disclosure in response to prior comment 4 and reissue the comment
in part.  Please revise your summary of risk factors disclosure to state the significant
liquidity risks that your corporate structure and being based in and having the majority of
the Company’s operations in China poses to investors.
Transfer of Cash to and From Our Subsidiaries and the VIE, page 12
3.We note your revised disclosure in response to prior comment 5 that in order for you to
pay dividends to your shareholders, you may rely on payments made from the VIE and its
subsidiary to the WFOE, from the WFOE to Webus HK, from Webus HK to Webus
International, and finally from Webus International to Webus, and certain payments from
the WFOE to Webus HK are subject to PRC taxes, including business taxes and VAT.
You further disclose that as of the date of this prospectus, the VIE and its subsidiary have
not made any "other" transfers, loans, or distributions.  Please clarify whether payments
have been made from the WFOE to Webus HK have occurred and, if so, quantify the
amounts of these payments.
Any change of regulations and rules by Chinese government including potential additional
requirements on cybersecurity review..., page 51
4.We note your revised disclosure in response to prior comment 7 stating that based on your
business patterns and development plans, the number of individuals whose personal data
is held by you is unlikely to reach the threshold of one million within the upcoming two
years, and the personal data held by you is unlikely to affect national security.  Please
revise to explain if the conclusion that the personal data held by you is "unlikely" to affect
national security is your belief and the basis for this belief.
5.You revised in response to prior comment 7 to disclose that the existing PRC law and
regulations does not "explicitly" require DPOs that have the personal information of more
than one million users after listing to apply for Cybersecurity Review.  In this regard, if at
any time in the future that you reach the threshold of holding the personal information of
more than 1 million users, please also disclose if you believe you would voluntarily report
for Cybersecurity Review.  Please also disclose if at some point as you have the personal
information of more than one million users after listing, if you believe at any repeat
registration statement, or merger, restructuring or other transaction you could be subject to
a Cybersecurity Review or must report for such a review at that time.
6.You disclose that the CAC has promulgated the Measures for Security Assessment for
Outbound Data Transfer, which became effective on September 1, 2022. The Measures
apply to the security assessment of "Important Data" and personal information collected
and generated during operation within the territory of the People’s Republic of China and
transferred abroad by a data handler.  Please explain the concept of "Important Data."

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 December 22, 2022 Page 3
 FirstName LastName
Zheng Nan
Webus International Ltd.
December 22, 2022
Page 3
7.We note your disclosure that you do not believe you will be subject to the Measures for
Security Assessment for Outbound Data Transfer, considering, in part, that you do not
anticipate reaching the one million threshold to trigger the assessment by the CAC.
However, you disclose earlier on this page that based on your business patterns and
development plans, the number of individuals whose personal data is held by you is
unlikely to reach the threshold of one million within the upcoming two years.  Please
revise to clarify and reconcile these disclosures.
Our Industry, page 88
8.It does not appear you revised disclosure in response to prior comment 9.  Please revise
your disclosure to include balancing language to emphasize the prospective nature of
the CAGR projections you include in this section derived from the Frost & Sullivan report
you commissioned in September 2022.
Regulations Relating to Cyber Security and Data Security
Data Security Law, page 107
9.We note your revised disclosure in response to prior comment 11 that as of the date of this
prospectus, you have not transferred any user information to places outside of the PRC
and you do not anticipate transferring any user information outside of the PRC after the
offering.  Please discuss instances, if any, when you would need to transfer user data
outside of the PRC.
            You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the financial statements and related matters. Please contact Irene
BarberenaMeissner, Staff Attorney, at (202) 551-6548 or Kevin Dougherty, Staff Attorney, at
(202) 551- 3271 with any other questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Fang Liu