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May 17, 2024
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Amendment No. 4 to Registration Statement on Form F-1
Filed April 22, 2024
File No. 333-269684
Dear Zheng Nan:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form F-1
Risk Factors
We have a substantial customer concentration, with a limited number of customers accounting
for a substantial portion of our revenues, page 34
1.We note that revenue from each of your packaged tour service, customized chartered bus
service, and commuter shuttle service for the six months ended December 31, 2023
decreased by 55.9%, 88.2%, and 84.3%, respectively, which you disclose is primarily
attributable to the adjustment in your business strategy to focus more on service in the
overseas market with a higher gross margin rate and actively scaling down domestic
market operations, and with regard to your commuter shuttle service, primarily
attributable to the termination in collaboration with three major customers and your
strategic decision to downsize the operation of your commuter shuttle service. Please
revise this risk factor to address your customer terminations in your commuter shuttle
service and any other disruptions to your relationship with major customers caused by

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 May 17, 2024 Page 2
 FirstName LastNameZheng Nan
Webus International Ltd.
May 17, 2024
Page 2
your shift to overseas service in your packaged tour service and customized chartered bus
service that you expect to have a material impact on your company.
Unaudited Condensed Consolidated Financial Statements as of and for the six months ended
December 31, 2023
1. Organization and principal activities
(b) Capital resource and liquidity, page F-37
2.We note that you have concluded that certain conditions raise doubt about your ability to
continue as a going concern and that these conditions have been alleviated based
on management's plans which include the consideration of your existing cash balance as
of December 31, 2023 and your expectation of financial support from major shareholders.
Please further explain to us how you determined that it was probable that management's
plans will mitigate the conditions that raise substantial doubt under ASC paragraphs 205-
40-50-6 through 10.  In addition, please expand your disclosure to specify the
actions probable to occur to address each of the current conditions that raise doubt about
your ability to continue as a going concern.  For example, your disclosure should
specify how you intend to settle bank debt that is coming due in the next twelve months,
identify the specific plans you intend to implement to enhance your operating cash flows
and the status of any agreements/commitments of capital in place with prospective
investors or current shareholders.  Refer to ASC 205-40-50-12.
General
3.We note the changes you made to your disclosure appearing on the cover page, Prospectus
Summary and Risk Factor sections relating to legal and operational risks associated with
operating in China and PRC regulations. It is unclear to us that there have been changes in
the regulatory environment in the PRC since the amendment that was filed on June 29,
2023, warranting revised disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
material change in your operations and/or the value of the securities you are registering
for sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.” The Sample Letters
also sought specific disclosures relating to uncertainties regarding the enforcement of laws
and that the rules and regulations in China can change quickly with little advance notice.
We do not believe your revised disclosure referencing that uncertainties with respect to
the PRC legal system could adversely affect you conveys the same risk. Please restore
your disclosures in these areas to the disclosures as they existed in the registration
statement as of June 29, 2023.

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 May 17, 2024 Page 3
 FirstName LastName
Zheng Nan
Webus International Ltd.
May 17, 2024
Page 3
            Please 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 Barberena-Meissner, 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. Esq.