SecProbe.io

CORRESP
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 DDC ENTERPRISE LIMITED

 368 9th Ave., 6th Floor

 New York, New York 10001

 August 7, 2025

 Via Edgar

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: DDC Enterprise Ltd (the "Company")

 Registration Statement on Form F-3 (File No. 333-288825)

 Ladies and Gentlemen:

 The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-mentioned Registration
Statement so that such Registration Statement will become effective as of 5:00 p.m. ET on Monday, August 11, 2025, or as soon thereafter
as practicable.

 Very truly yours,

 DDC Enterprise Limited

 /s/ Norma Chu

 Name: Norma Chu

 Chief Executive Officer

CORRESP
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 DDC ENTERPRISE LIMITED

 368 9th Ave., 6th Floor

 New York, New York 10001

 August 7, 2025

 Via Edgar

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: DDC Enterprise Ltd (the "Company")

 Registration Statement on Form F-3 (File No. 333-288826)

 Ladies and Gentlemen:

 The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration
Statement so that such Registration Statement will become effective as of 5:00 p.m. ET on Monday, August 11, 2025, or as soon thereafter
as practicable.

 Very truly yours,

 DDC Enterprise Limited

 /s/ Norma Chu

 Name: Norma Chu

 Chief Executive Officer

CORRESP
 1
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 DDC ENTERPRISE LIMITED

 368 9th Ave., 6th Floor

 New York, New York 10001

 Via Edgar

 August 5, 2025

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: DDC Enterprise Ltd (the "Company")

 Registration Statement on Form F-3

 Filed on July 22, 2025

 File No. No. 333-288826

 Dear SEC Officers:

 We hereby provide a response
to the comments issued in a letter dated July 31, 2025 (the "Staff's Letter") regarding the Company's Registration
Statement on Form F-3 (the "Registration Statement"). Contemporaneously, we are filing the revised Registration Statement
via Edgar (the "Amended F-3").

 In order to facilitate the
review by the Commission's staff (the "Staff") of the Amended F-3, we have responded to the comments set forth in the
Staff's Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff's comments and correspond
to the numbered paragraph in the Staff's Letter.

 Registration Statement on Form F-3 filed
July 22, 2025

 General

 1.
 Please file the indenture in connection with any debt securities you intend to issue pursuant to this registration statement. See Trust Indenture Act Compliance and Disclosure Interpretation 201.02.

 We respectfully advise the Staff that
we have filed the form of indenture as Exhibit 4.1 to the Amended F-3.

 Please reach Ted Paraskevas,
the Company's outside counsel at +1 212-407-4971 if you would like additional information with respect to any of the foregoing.
Thank you.

 Sincerely,

 /s/ Norma Chu

 DDC Enterprise Limited

 Chief Executive Officer

 Encl.

CORRESP
 1
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 DDC ENTERPRISE LIMITED

 368 9th Ave., 6th Floor

 New York, New York 10001

 Via Edgar

 August 5, 2025

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: DDC Enterprise Ltd (the “Company”)

 Registration Statement on Form F-3

 Filed on July 22, 2025

 File No. No. 333-288825

 Re: DDC Enterprise
Ltd

 Registration Statement
on Form F-3

 Filed July 22,
2025

 File No. 333-288825

 Dear SEC Officers:

 We hereby provide a response
to the comments issued in a letter dated July 31, 2025 (the “Staff’s Letter”) regarding the Company’s Registration
Statement on Form F-3 (the “Registration Statement”). Contemporaneously, we are filing the amended Registration Statement
via Edgar (the “Amended F-3”).

 In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended F-3, we have responded to the comments set forth in the
Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond
to the numbered paragraph in the Staff’s Letter.

 Registration Statement on Form F-3 filed
July 22, 2025

 General

 1.
 We note that Anson Investments Master
 Fund L.P. and Anson East Master Fund L.P. are equity line investors under your Ordinary Share Purchase Agreement dated as of June
 16, 2025. Please revise to indicate that both are underwriters. Refer to Securities Act Compliance and Disclosure Interpretations
 139.13. Additionally, please expand your disclosure to include a more detailed description of the material terms of the agreement,
 including but not limited to, the purchase terms.

 Response: We respectfully advise the
Staff that we have revised the prospectus cover page and page 93 of the Amended F-3.

 Please reach Ted Paraskevas,
the Company’s outside counsel at +1 212-407-4971 if you would like additional information with respect to any of the foregoing.
Thank you.

 Sincerely,

 /s/ Norma Chu

 DDC Enterprise Limited

 Chief Executive Officer

 Encl.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 31, 2025

Norma Ka Yin Chu
Chief Executive Officer
DDC Enterprise Ltd
368 9th Ave., 6th Floor
New York, New York 10001

 Re: DDC Enterprise Ltd
 Registration Statement on Form F-3
 Filed July 22, 2025
 File No. 333-288826
Dear Norma Ka Yin Chu:

 We have conducted a limited review of your registration statement and
have the
following comment.

 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.

Registration Statement on Form F-3 filed July 22, 2025
General

1. Please file the indenture in connection with any debt securities you
intend to issue
 pursuant to this registration statement. See Trust Indenture Act
Compliance and
 Disclosure Interpretation 201.02.
 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 July 31, 2025
Page 2

 Please contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at
202-551-3641
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
cc: Ted Paraskevas
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 31, 2025

Norma Ka Yin Chu
Chief Executive Officer
DDC Enterprise Ltd
368 9th Ave., 6th Floor
New York, New York 10001

 Re: DDC Enterprise Ltd
 Registration Statement on Form F-3
 Filed July 22, 2025
 File No. 333-288825
Dear Norma Ka Yin Chu:

 We have conducted a limited review of your registration statement and
have the
following comment.

 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.

Registration Statement on Form F-3 filed July 22, 2025
General

1. We note that Anson Investments Master Fund L.P. and Anson East Master
Fund L.P.
 are equity line investors under your Ordinary Share Purchase Agreement
dated as of
 June 16, 2025. Please revise to indicate that both are underwriters.
Refer to Securities
 Act Compliance and Disclosure Interpretations 139.13. Additionally,
please expand
 your disclosure to include a more detailed description of the material
terms of the
 agreement, including but not limited to, the purchase terms.
 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.
 July 31, 2025
Page 2

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at
202-551-3641
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Ted Paraskevas
</TEXT>
</DOCUMENT>

CORRESP
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CMB
International Capital Limited

45F,
Champion Tower,

3
Garden Road, Central,

Hong
Kong

The
Benchmark Company, LLC

150
East 58th Street, 17th Floor,

New
York, NY 10155

United
States

As
representatives of the prospective underwriters

VIA
EDGAR

November
16, 2023

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Ms. Jenny O'Shanick

    Ms. Erin Purnell

    Mr. Ernest Greene

    Mr. Hugh West

    Re:
    DDC Enterprise Ltd (the “Company”)

    Registration Statement on Form F-1, as amended (Registration
    No. 333-272689)

Ladies
and Gentlemen:

We
hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for
5:00 p.m., Eastern Time on November 16, 2023, or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that
between November 8, 2023 and the date hereof, approximately 740 copies of the preliminary prospectus of the Company dated November 8,
2023, as amended, were distributed to prospective underwriters, dealers, institutional investors and others.

We
have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

[Signature
page follows]

    Very truly yours,

    As representatives of the prospective underwriters

    CMB International Capital Limited

    By:
    /s/
    Selwyn Siu

    Name:
    Selwyn Siu

    Title:
    Managing Director

    By:
    /s/
    Yang Chen

    Name:
    Yang Chen

    Title:
    Executive Director

    The Benchmark Company, LLC

    By:
    /s/
    Michael S. Jacobs

    Name:
    Michael S. Jacobs

    Title:
    Managing Director and Head of Equity Capital
    Markets

[Underwriters
Acceleration Request]

CORRESP
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DDC ENTERPRISE LIMITED

Room 3-6, 4/F, Hollywood Center

233 Hollywood Road

Sheung Wan, Hong Kong

VIA EDGAR

November 16, 2023

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    DDC Enterprise Limited

    Registration Statement on Form F-1

    Filed June 16, 2023, as amended

    File No. 333-272689

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, DDC Enterprise Limited hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 5:00 p.m. ET on November 16, 2023, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Norma Ka Yin Chu

    Norma
    Ka Yin Chu

    Chief Executive Officer

    cc:

    Loeb & Loeb LLP

    Hogan Lovells

CORRESP
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DDC ENTERPRISE LIMITED

Room 3-6, 4/F, Hollywood Center

233 Hollywood Road

Sheung Wan, Hong Kong

Via Edgar

November 16, 2023

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: DDC Enterprise Ltd (the “Company”)

Amendment No. 6 to Registration Statement on
Form F-1

Filed on November 8, 2023

File No. 333-272689

Dear SEC Officers:

We hereby provide a response
to the comments issued in a letter dated November 14, 2023 (the “Staff’s Letter”) regarding the Company’s Amendment
No. 6 to Registration Statement on Form F-1 (the “Registration Statement”). Contemporaneously, we are filing the revised
Registration Statement via Edgar (the “Amended F-1”).

In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended F-1, we have responded to the comments set forth in the
Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond
to the numbered paragraph in the Staff’s Letter.

Amendment 6 to Form F-1 Filed on November
8, 2023

Cover page

    1.
    We
    note your revised Exhibit 107 and disclosures throughout the filing that you are registering 244,375 Class A Ordinary Shares underlying
    the underwriters’ warrants. Please revise your cover page to discuss these warrants.

Response: We respectfully advise the
Staff that we have revised the cover page of the Amended F-1.

Prospectus Summary

Our Securities, page 34

    2.
    We
    note your disclosure that your shareholders will approve the Share Consolidation of your authorized shares at a ratio of 1-for-16
    shares, which will be effectuated before the consummation of your initial public offering. If the reverse stock split will occur
    at or immediately before the effectiveness of your registration statement, we remind you that in accordance with SAB Topic 4C, you
    must revise your financial statements and all related disclosures throughout your filing to retro-actively reflect the reverse stock
    split. If the reverse stock split will occur after the effectiveness of your registration statement, please provide appropriate pro
    forma disclosures throughout your filing. Please advise or revise your disclosures accordingly.

Response: We respectfully advise the
Staff that we have revised pages (ii), 1, 36, 92, 104, 176 and F-1 through F-137 of the Amended F-1.

Management's Discussion and Analysis of
Financial Condition and Results of Operations

Liquidity and Capital Resources, page 121

    3.
    We
    note your disclosures about certain significant short-term and long-term bank borrowings with HSB and BOC on pages 121 and 122, respectively,
    that these borrowings were each repayable by September 2023. Please update these disclosures given that this prospectus is dated
    after such dates.

Response: We respectfully advise the Staff that we have revised pages
121-122 of the Amended F-1.

Management

Employment Agreements with Executives,
page 170

    4.
    We
    note that you removed disclosure relating to your agreements with your directors. However, we note that you previously filed a form
    of agreement with your independent directors as Exhibit 10.2. Please revise to discuss.

Response: We respectfully advise the
Staff that we previously filed Exhibit 10.2 in anticipation of possibly entering into one or more agreements with one or more of our independent
directors prior to the consummation of our initial public offering. As we have not done so to date, we have removed Exhibit 10.2 from
the Amended F-1.

Exhibit 107 - Calculation of Filing Fee
Table, page II-5

    5.
    We
    note that your Exhibit 107 states that the par value of your Class A ordinary shares is $0.0001 per share, while your filing states
    that it is $0.016. Please revise to clarify. Refer to comment 11 in our letter dated July 7, 2023.

Response: We respectfully advise the
Staff that we have revised Exhibit 107 of the Amended F-1.

Part II

Information Not Required in Prospectus

Exhibit Index

Exhibit 5.1 - Opinion of Travers Thorp
Alberga, page II-5

    6.
    We
note the statement that the opinion relates to the offering of “certain Class A Ordinary shares.” Please have counsel provide
a revised opinion that states the number of shares to be offered, including the underwriters’ overallotment amount and the shares
underlying the underwriters’ warrants. Refer to comment 11 in our letter dated July 7, 2023.

Response: We respectfully advise the
Staff that we have revised Exhibit 5.1 of the Amended F-1.

Exhibit 5.3 - Opinion of Grandall Law Firm
(Shanghai) regarding certain PRC law matters, page II-5

    7.
    We
    note that counsel removed its consent to the reference to its firm under the caption “Legal Matters.” We further note
    that counsel did not sign this opinion. Please have counsel file a revised signed opinion that expressly consents to the reference
    to its firm under the caption “Legal Matters” in the prospectus. Refer to comment 13 in our letter dated July 7, 2023.

Response: We respectfully advise the
Staff that we have revised Exhibit 5.3 of the Amended F-1.

    2

General

    8.
    We
    note that you have four brands in your portfolio, which include Mengwei. Refer to your U.S. corporate website and your free writing
    prospectus, filed on November 8, 2023. However, we note your disclosures that as of August 2023, all contractual arrangements with
    Mengwei have been terminated. Please advise or revise.

Response:

We respectfully advise the Staff that
we have revised page 12 of the Amended F-1.

    9.
    Please
    tell us how your free writing prospectus, filed on November 8, 2023, complies with Rule 433(c)(2) of the Securities Act or revise.

Response: We respectfully advise the
Staff that we have revised slide 3 of the free writing prospectus.

Please reach Lawrence Venick,
the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to any of the foregoing.
Thank you.

Sincerely,

    /s/
    Norma Chu

    DDC Enterprise Limited

    Chief Executive Officer

    Encl.

3

United States securities and exchange commission logo
November 14, 2023
Norma Chu
Chief Executive Officer
DDC Enterprise Limited
Room 1601-1602, 16/F, Hollywood Centre
233 Hollywood Road
Sheung Wan, Hong Kong
Re:DDC Enterprise Limited
Amendment No. 6 to Registration Statement on Form F-1
Filed November 8, 2023
File No. 333-272689
Dear Norma Chu:
            We have reviewed your amended registration statement and have the following
comments.
            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 6 to Form F-1 Filed on November 8, 2023
Cover page
1.We note your revised Exhibit 107 and disclosures throughout the filing that you are
registering 244,375 Class A Ordinary Shares underlying the underwriters’ warrants.
Please revise your cover page to discuss these warrants.
Prospectus Summary
Our Securities, page 34
2.We note your disclosure that your shareholders will approve the Share Consolidation of
your authorized shares at a ratio of 1-for-16 shares, which will be effectuated before the
consummation of your initial public offering. If the reverse stock split will occur at or
immediately before the effectiveness of your registration statement, we remind you that in
accordance with SAB Topic 4C, you must revise your financial statements and all related

 FirstName LastNameNorma Chu
 Comapany NameDDC Enterprise Limited
 November 14, 2023 Page 2
 FirstName LastName
Norma Chu
DDC Enterprise Limited
November 14, 2023
Page 2
disclosures throughout your filing to retro-actively reflect the reverse stock split. If the
reverse stock split will occur after the effectiveness of your registration statement, please
provide appropriate pro forma disclosures throughout your filing. Please advise or revise
your disclosures accordingly.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 121
3.We note your disclosures about certain significant short-term and long-term bank
borrowings with HSB and BOC on pages 121 and 122, respectively, that these borrowings
were each repayable by September 2023. Please update these disclosures given that this
prospectus is dated after such dates.
Management
Employment Agreements with Executives, page 170
4.We note that you removed disclosure relating to your agreements with your directors.
However, we note that you previously filed a form of agreement with your independent
directors as Exhibit 10.2. Please revise to discuss.
Exhibit 107 - Calculation of Filing Fee Table, page II-5
5.We note that your Exhibit 107 states that the par value of your Class A ordinary shares is
$0.0001 per share, while your filing states that it is $0.016. Please revise to clarify. Refer
to comment 11 in our letter dated July 7, 2023.
Part II
Information Not Required in Prospectus
Exhibit Index
Exhibit 5.1 - Opinion of Travers Thorp Alberga, page II-5
6.We note the statement that the opinion relates to the offering of “certain Class A Ordinary
shares.” Please have counsel provide a revised opinion that states the number of shares to
be offered, including the underwriters’ overallotment amount and the shares underlying
the underwriters’ warrants. Refer to comment 11 in our letter dated July 7, 2023.
Exhibit 5.3 - Opinion of Grandall Law Firm (Shanghai) regarding certain PRC law matters, page
II-5
7.We note that counsel removed its consent to the reference to its firm under the caption
“Legal Matters.” We further note that counsel did not sign this opinion. Please have
counsel file a revised signed opinion that expressly consents to the reference to its firm
under the caption “Legal Matters” in the prospectus. Refer to comment 13 in our letter
dated July 7, 2023.

 FirstName LastNameNorma Chu
 Comapany NameDDC Enterprise Limited
 November 14, 2023 Page 3
 FirstName LastName
Norma Chu
DDC Enterprise Limited
November 14, 2023
Page 3
General
8.We note that you have four brands in your portfolio, which include Mengwei. Refer to
your U.S. corporate website and your free writing prospectus, filed on November 8, 2023.
However, we note your disclosures that as of August 2023, all contractual arrangements
with Mengwei have been terminated. Please advise or revise.
9.Please tell us how your free writing prospectus, filed on November 8, 2023, complies with
Rule 433(c)(2) of the Securities Act or revise.
            Please contact Ernest Greene at 202-551-3733 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence Venick

CORRESP
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DDC ENTERPRISE LIMITED

Room 3-6, 4/F, Hollywood Center

233 Hollywood Road

Sheung Wan, Hong Kong

Via Edgar

September 22, 2023

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: DDC Enterprise Ltd (the “Company”)

Amendment No. 3 to Registration Statement on Form
F-1

Filed on September 8, 2023

File No. 333-272689

Dear SEC Officers:

We hereby provide a response
to the comments issued in a letter dated September 15, 2023 (the “Staff’s Letter”) regarding the Company’s Amendment
No. 3 to Registration Statement on Form F-1 (the “Registration Statement”). Contemporaneously, we are filing the revised Registration
Statement via Edgar (the “Amended F-1”).

In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended F-1, we have responded to the comments set forth in the
Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond
to the numbered paragraph in the Staff’s Letter.

Amendment No 3 to Form F-1 filed September
8, 2023

Prospectus Summary, page 1

    1.
    We note your disclosures that subsequent to June 30, 2023, you “completed two acquisitions.” However, this appears inconsistent with your disclosures on pages 123-124, which only discuss that the Cook San Francisco, LLC acquisition was completed in July 2023. Please revise throughout to clarify this apparent discrepancy, including the “Unaudited Pro Forma Financial Information” section on page 125. Further, refer to the fourth graphic on the cover page and your RMB123.6 million pro forma revenue and 26.1% gross margin amounts, which are based on the assumptions that “four acquisitions had taken place on 1 January 2022.” However, this appears inconsistent with your disclosure on page 2 that these amounts are based on the assumption that “two acquisitions had taken place on 1 January 2023.” Please revise or clarify your disclosure.

Response: We respectfully advise the
Staff that we have revised pages 3, 8, 124, 125, F-96 and F-137 of the Amended F-1.

    2.
    Please ensure that the information you provide in your filing is balanced. We note your disclosures on pages F-88 and F-131 that international revenues comprised 0% and 0.17% of your total revenue in the fiscal year ended December 31, 2022 and six months ended June 30, 2023, respectively. However, you discuss throughout the filing that you are “targeting to have international sales to account for 20 – 30% of total revenue in 2024 and around 50% in 2025.” Please revise your filing throughout to provide your actual revenue stream based on geographic markets and any related uncertainties. Further, please elaborate on how you plan to significantly increase your international sales.

Response: We respectfully advise the
Staff that we have revised pages 8, 104, 123 and 136 of the Amended F-1.

Non-GAAP Financial Measures, page 37

3. We note you present non-GAAP financial measures you identify
as EBITDA, LBITDA and Adjusted net loss. Please address the following:

 ● Please
note that EBITDA already represents net income or loss before interest, taxes, depreciation and amortization. In order to avoid further
confusion regarding the definition of EBITDA, please remove your reference to LBITDA here and throughout the filing;

Response: In response to the Staff’s comment, we have removed the reference of LBITDA in the Amended F-1.

 ● Tell
us how you determined it was appropriate to include allowance for other current assets and allowance of accounts receivable in your determination
of Adjusted net loss. Tell us and clarify how you determined your non-GAAP financial measures comply with Question 100.01 of the Division
of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures; and

Response: In response to the Staff’s comment, we have removed the adjustments for the allowance for other current assets and allowance
of accounts receivable in our determination of our non-GAAP measures.

 ● We
note your non-GAAP performance measure of Adjusted net loss adds back historical tax expenses/(benefits) and does not include an adjustment
for the tax impact of all the other non-GAAP adjustments. Please be advised non-GAAP Adjusted Net Income/(Loss) measures are required
to reflect current and deferred tax expenses commensurate with the non-GAAP measure of profitability. Please explain to us why you believe
the non-GAAP performance measure you present is appropriate. Please specifically address how you considered the guidance in Question
102.11 Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

Response: We respectfully advise the
Staff that our non-GAAP measure is an adjusted EBITDA (net loss before interest, taxes, depreciation and amortization with other non-GAAP
adjustments) measure. This adjusted EBITDA measure excludes the effects of income tax expenses and therefore reflect current and deferred
tax expenses commensurate with the non-GAAP measure of profitability (i.e., excluding the current and deferred tax impact of the adjustments).

To clarify the nature of our non-GAAP measure, we redefined the term
of our non-GAAP measure from adjusted net loss to adjusted EBITDA.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations Liquidity and Capital Resources

Contractual Obligations, page 122

    4.
    We
    note that you revised this table to present your contractual obligations in less than six months and in the year ending 2024 and
    2025. Please revise these columns to present your cash requirements for the short-term (i.e., the next 12 months from June 30, 2023).
    Refer to Item 5.B. of Form 20-F.

Response: We respectfully advise the
Staff that we have revised page 122 of the Amended F-1.

Related Party Transactions, page 175

    5.
    Please update this section to reflect the information as of the date of the document. Refer to Item 7.B. of Form 20-F.

Response: We respectfully advise the
Staff that we have revised page 175 and 176 of the Amended F-1.

Please reach Lawrence Venick,
the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to any of the foregoing. Thank
you.

Sincerely,

    /s/ Norma Chu

    DDC Enterprise Limited

    Chief Executive Officer

    Encl.

United States securities and exchange commission logo
September 15, 2023
Norma Chu
Chief Executive Officer
DDC Enterprise Ltd
Room 1601-1602, 16/F, Hollywood Centre
233 Hollywood Road
Sheung Wan, Hong Kong
Re:DDC Enterprise Ltd
Amendment No. 3 to
Registration Statement on Form F-1
Filed September 8, 2023
File No. 333-272689
Dear Norma Chu:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No 3 to Form F-1 filed September 8, 2023
Prospectus Summary, page 1
1.We note your disclosures that subsequent to June 30, 2023, you “completed two
acquisitions.”  However, this appears inconsistent with your disclosures on pages 123-
124, which only discuss that the Cook San Francisco, LLC acquisition was completed in
July 2023.  Please revise throughout to clarify this apparent discrepancy, including the
“Unaudited Pro Forma Financial Information” section on page 125.  Further, refer to the
fourth graphic on the cover page and your RMB123.6 million pro forma revenue and
26.1% gross margin amounts, which are based on the assumptions that “four acquisitions
had taken place on 1 January 2022.”  However, this appears inconsistent with your

 FirstName LastNameNorma Chu
 Comapany NameDDC Enterprise Ltd
 September 15, 2023 Page 2
 FirstName LastName
Norma Chu
DDC Enterprise Ltd
September 15, 2023
Page 2
disclosure on page 2 that these amounts are based on the assumption that “two
acquisitions had taken place on 1 January 2023.”  Please revise or clarify your disclosure.
2.Please ensure that the information you provide in your filing is balanced.  We note your
disclosures on pages F-88 and F-131 that international revenues comprised 0% and 0.17%
of your total revenue in the fiscal year ended December 31, 2022 and six months ended
June 30, 2023, respectively.  However, you discuss throughout the filing that you are
“targeting to have international sales to account for 20 – 30% of total revenue in 2024 and
around 50% in 2025.”  Please revise your filing throughout to provide your actual revenue
stream based on geographic markets and any related uncertainties.  Further, please
elaborate on how you plan to significantly increase your international sales.
Non-GAAP Financial Measures, page 37
3.We note you present non-GAAP financial measures you identify as EBITDA,
LBITDA and Adjusted net loss.  Please address the following:
•Please note that EBITDA already represents net income or loss before interest, taxes,
depreciation and amortization.  In order to avoid further confusion regarding the
definition of EBITDA, please remove your reference to LBITDA here and
throughout the filing;
•Tell us how you determined it was appropriate to include allowance for other current
assets and allowance of accounts receivable in your determination of Adjusted net
loss.  Tell us and clarify how you determined your non-GAAP financial measures
comply with Question 100.01 of the Division of Corporation Finance’s Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures; and
•We note your non-GAAP performance measure of Adjusted net loss adds back
historical tax expenses/(benefits) and does not include an adjustment for the tax
impact of all the other non-GAAP adjustments.  Please be advised non-GAAP
Adjusted Net Income/(Loss) measures are required to reflect current and deferred tax
expenses commensurate with the non-GAAP measure of profitability. Please explain
to us why you believe the non-GAAP performance measure you present is
appropriate.  Please specifically address how you considered the guidance
in Question 102.11 Division of Corporation Finance’s Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Contractual Obligations, page 122
4.We note that you revised this table to present your contractual obligations in less than six
months and in the year ending 2024 and 2025.  Please revise these columns to present
your cash requirements for the short-term (i.e., the next 12 months from June 30, 2023).
Refer to Item 5.B. of Form 20-F.

 FirstName LastNameNorma Chu
 Comapany NameDDC Enterprise Ltd
 September 15, 2023 Page 3
 FirstName LastName
Norma Chu
DDC Enterprise Ltd
September 15, 2023
Page 3
Related Party Transactions, page 175
5.Please update this section to reflect the information as of the date of the document.  Refer
to Item 7.B. of Form 20-F.
            You may contact Ernest Greene at 202-551-3733 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence Venick

United States securities and exchange commission logo
August 24, 2023
Norma Chu
Chief Executive Officer
DDC Enterprise Ltd
Room 1601-1602, 16/F, Hollywood Centre
233 Hollywood Road
Sheung Wan, Hong Kong
Re:DDC Enterprise Ltd
Amendment No. 2 to
Registration Statement on Form F-1
Filed August 18, 2023
File No. 333-272689
Dear Norma Chu:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No 2 to Form F-1 filed August 18, 2023
Part II
Information Not Required in Prospectus
Exhibit Index
Exhibit 23.1 - Consent of KPMG Huazhen LLP. an independent registered public accounting
firm, page II-5
1.Please include a currently dated consent from your independent registered public
accounting firm with any subsequent amendments.  Refer to Item 601(b)(23) of
Regulation S-K for guidance.

 FirstName LastNameNorma Chu
 Comapany NameDDC Enterprise Ltd
 August 24, 2023 Page 2
 FirstName LastName
Norma Chu
DDC Enterprise Ltd
August 24, 2023
Page 2
            You may contact Ernest Greene at 202-551-3733 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence Venick

CORRESP
1
filename1.htm

DDC ENTERPRISE LIMITED

Room 3-6, 4/F, Hollywood Center

233 Hollywood Road

Sheung Wan, Hong Kong

Via Edgar

August 18, 2023

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: DDC Enterprise Ltd (the “Company”)

Amendment No. 1 to Registration Statement on Form
F-1

Filed on July 25, 2023

File No. 333-272689

Dear SEC Officers:

We hereby provide a response
to the comments issued in a letter dated August 10, 2023 (the “Staff’s Letter”) regarding the Company’s Amendment
No. 1 to Registration Statement on Form F-1 (the “Registration Statement”). Contemporaneously, we are filing the revised Registration
Statement via Edgar (the “Amended F-1”).

In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended F-1, we have responded to the comments set forth in the
Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond
to the numbered paragraph in the Staff’s Letter.

Form F-1 Amendment No 1 filed on July 25,
2023

General

    1.
    We note your response to comment 1. Please discuss in your risk factors the sixth to last sentences of paragraph two.

Response: We respectfully advise the
Staff that we have revised page 82 of the Amended F-1.

Prospectus Summary, page 1

    2.
    We note your revised disclosures in response to comment 6. Please revise the filing to clarify that the failure to obtain the CSRC approval will completely hinder your ability to offer your shares, rather than that it “may” do so. Further, your revised disclosures that you “still need to complete the filing procedure with the CSRC for consummating this offering according to the Trial Measures” appear inconsistent with the disclosures that no prior permission is required under the “the Opinions from any PRC governmental authorities (including the CSRC) for consummating this offering.” Please revise the filing to remove the apparent inconsistent disclosures.

Response: We respectfully advise the
Staff that we have revised the cover page, pages 13, 14, 62 and 68 of the Amended F-1.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Cost of Revenues, page 109

    3.
    We note your disclosure that your product costs increased for the three months ended March 31, 2023 and decreased for the year ended December 2022, as compared to their comparable year periods, which were “in line with consumer product sales.” Please revise to elaborate on the reasons underlying such changes. Further, please revise page 111 to clarify that your total cost of revenues increased for the three months ended March 31, 2023, as compared to the prior year quarter.

Response: We respectfully advise the
Staff that we have revised pages 109 and 111 of the Amended F-1.

Operating Expenses, page 110

    4.
    We note your disclosure that your general and administrative expenses increased for the three months ended March 31, 2023, as compared to the prior year quarter. Please revise to elaborate on the reasons underlying such change. Further, we note your disclosure on page 112 that this expense decreased rather than increased. Please revise to clarify this inconsistency.

Response: We respectfully advise the
Staff that we have revised pages 110 and 112 of the Amended F-1.

Liquidity and Capital Resources, page 118

    5.
    We note your disclosures about certain significant short-term bank borrowings with China Citic Bank and HSBC that were repayable by July and June 2023, respectively. Please update these disclosures given that this prospectus is dated after such dates.

Response: We respectfully advise the
Staff that we have revised page 118 of the Amended F-1.

Part II

Information Not Required in Prospectus

Exhibit Index

Exhibit 3.2 - Form of Tenth Amended and
Restated Memorandum and Articles of Association of

the Registrant..., page II-5

    6.
    We note your response to comment 11 and reissue the last sentence of our comment to revise the par value in this exhibit for consistency.

Response: We respectfully advise the
Staff that a revised Form of Tenth Amended and Restated Memorandum and Articles of Association stating the correct par value of our Class
A ordinary shares is included in the Amended F-1 as Exhibit 3.2.

Please reach Lawrence Venick,
the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to any of the foregoing. Thank
you.

Sincerely,

    /s/ Norma Chu

    DDC Enterprise Limited

    Chief Executive Officer

    Encl.

United States securities and exchange commission logo
August 10, 2023
Norma Chu
Chief Executive Officer
DDC Enterprise Ltd
Room 1601-1602, 16/F, Hollywood Centre
233 Hollywood Road
Sheung Wan, Hong Kong
Re:DDC Enterprise Ltd
Registration Statement on Form F-1
Filed on July 25, 2023
File No. 333-272689
Dear Norma Chu:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 Amendment No 1 filed on July 25, 2023
General
1.We note your response to comment 1.  Please discuss in your risk factors the sixth to last
sentences of paragraph two.
Prospectus Summary, page 1
2.We note your revised disclosures in response to comment 6.  Please revise the filing to
clarify that the failure to obtain the CSRC approval will completely hinder your ability to
offer your shares, rather than that it “may” do so.  Further, your revised disclosures that
you “still need to complete the filing procedure with the CSRC for consummating this
offering according to the Trial Measures” appear inconsistent with the disclosures that no

 FirstName LastNameNorma Chu
 Comapany NameDDC Enterprise Ltd
 August 10, 2023 Page 2
 FirstName LastNameNorma Chu
DDC Enterprise Ltd
August 10, 2023
Page 2
prior permission is required under the “the Opinions from any PRC governmental
authorities (including the CSRC) for consummating this offering.”  Please revise the filing
to remove the apparent inconsistent disclosures.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Cost of Revenues, page 109
3.We note your disclosure that your product costs increased for the three months ended
March 31, 2023 and decreased for the year ended December 2022, as compared to their
comparable year periods, which were “in line with consumer product sales.”  Please revise
to elaborate on the reasons underlying such changes.  Further, please revise page 111 to
clarify that your total cost of revenues increased for the three months ended March 31,
2023, as compared to the prior year quarter.
Operating Expenses, page 110
4.We note your disclosure that your general and administrative expenses increased for the
three months ended March 31, 2023, as compared to the prior year quarter.  Please revise
to elaborate on the reasons underlying such change.  Further, we note your disclosure on
page 112 that this expense decreased rather than increased.  Please revise to clarify this
inconsistency.
Liquidity and Capital Resources, page 118
5.We note your disclosures about certain significant short-term bank borrowings with China
Citic Bank and HSBC that were repayable by July and June 2023, respectively.  Please
update these disclosures given that this prospectus is dated after such dates.
Part II
Information Not Required in Prospectus
Exhibit Index
Exhibit 3.2 - Form of Tenth Amended and Restated Memorandum and Articles of Association of
the Registrant..., page II-5
6.We note your response to comment 11 and reissue the last sentence of our comment to
revise the par value in this exhibit for consistency.

 FirstName LastNameNorma Chu
 Comapany NameDDC Enterprise Ltd
 August 10, 2023 Page 3
 FirstName LastName
Norma Chu
DDC Enterprise Ltd
August 10, 2023
Page 3
            You may contact Ernest Greene at 202-551-3733 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence Venick

CORRESP
1
filename1.htm

DDC ENTERPRISE LIMITED

Room 3-6, 4/F, Hollywood Center

233 Hollywood Road

Sheung Wan, Hong Kong

Via Edgar

July 24, 2023

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: DDC Enterprise Ltd (the “Company”)

Registration Statement on Form F-1

Filed on June 16, 2023

File No. 333-272689

Dear SEC Officers:

We hereby provide a response
to the comments issued in a letter dated July 7, 2023 (the “Staff’s Letter”) regarding the Company’s Registration
Statement on Form F-1 (the “Registration Statement”). Contemporaneously, we are filing the revised Registration Statement
via Edgar (the “Amended F-1”).

In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended F-1, we have responded to the comments set forth in the
Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond
to the numbered paragraph in the Staff’s Letter.

Form F-1 filed on June 16, 2023

General

    1.
    Please
    refer to comment 36 in our letter dated December 9, 2022 about your news update, dated July 12, 2022, whether it is consistent with
    Rule 135 of the Securities Act and your response. We further refer to your news update, dated July 21, 2023, entitled “DayDayCook
    Announces F1-Filing for NYSE Listing.” In your response letter, please provide your analysis as to how this communication is
    consistent with Rule 135. Further, tell us how you considered your response to comment 36 in issuing this news update. Finally, we
    note your revised disclosures about Brinc Limited and Tessellation Investment Limited on page II-2 in response to comment 36. Please
    tell us why Esquel Ventures is not included in this section or revise your filing.

Response:

The Company notes that the SEC rules
generally prohibit the making of any written “offers” after the filing of the registration statement but before it has been
declared effective by the SEC (the “waiting period”). The news update dated June 21, 2023 (the “News Update”)
was published during the waiting period after the Company has filed its registration statement on Form F-1 on June 16, 2023.

The Company published the news update
relying on the safe harbor offered by Rule 134, which operates by excluding such “tombstone” notices from the definition
of prospectus under Securities Act Section 2(a)(10). Rule 134 provides that certain limited written communications related to a securities
offering as to which a registration statement has been filed will be exempt from the restrictions applicable to written offers (because
they will not be considered to be a prospectus). Rule 134(a) excludes from the definition of a prospectus written communications that
do no more than state the name of the issuer, the type of security, a brief description of the business, the price of the security, the
name and address of the sender of the communication, the names of the managing underwriters, the expected date of the offering and other
more technical statements.

It is respectfully submitted that the
News Update was intended to announce that the Company has publicly filed a registration statement by making an “identifying statement”
that could be used to locate persons that might be interested in receiving a prospectus. The content of the News Update falls within the
scope allowed by Rule 134, as it contained only (1) name of the issuer, (2) type of security, (3) brief description of the general type
of business of the issuer, (4) the exchange on which the securities will be listed, and (5) names of underwriters and their roles in
the underwriting syndicate. However, upon careful analysis of Rule 134, the Company regretfully acknowledges that the News Update did
not contain, as required by Rule 134, a legend that states the communication is not an offer to sell or a solicitation of an offer to
buy securities, as well as additional information about where to copies of the registration statement and the preliminary prospectus
included therein. This oversight resulted in potential non-compliance with the requirements of Rule 134. In this particular instance,
the Company did not consult with its legal advisor prior to publishing the News Update. However, the Company recognizes the significance
of seeking legal guidance in such matters and ensuring that all necessary precautions are taken to comply with SEC regulations. The Company
understands that Rule 134 is designed to ensure investors have accurate and complete information, and it apologizes for falling short
in meeting those standards. Moving forward, the Company wants to assure the SEC that it is committed to rectifying this oversight and
strictly adhering to all publicity rules and regulations set forth by the SEC. The Company has taken immediate steps to review and enhance
its internal processes to ensure that any future public disclosures, including press releases, are in full compliance with SEC requirements.

Also, in relation to the second part
of the Staff’s comment, we respectfully advise the Staff that when the announcement in relation to the investment from Esquel Ventures
was first made in July 2022, Esquel Ventures was in the middle of a spinoff and a separate and independent entity, i.e. Tessellation Investment
Limited, was eventually used as the investment vehicle for the transaction.

Cover Page

    2.
    We
    refer to the fourth graphic and the disclosure that your “revenue” was 34.3 million. Please revise to clarify that this
    was your pro forma revenue. Further, we note that footnote two references your MD&A’s “New Acquisitions” section,
    which discusses various acquisitions from 2021 to 2023. This appears inconsistent with your disclosures elsewhere that your pro forma
    revenue is based on four acquisitions that completed in 2022. For example, refer to page 2. Please revise to clarify this footnote
    and revise pages 114 and 115 to clearly discuss which four acquisitions were completed in 2022. It appears that only three are discussed.
    Finally, please revise pages 114 and 115 to elaborate on whether each of your 2023 acquisitions have been completed or discuss the
    expected dates of completion.

Response: We respectfully advise the
Staff that we have revised page the disclosures in the fourth graphic, as well as pages 2, 101, 107, 111 and 123 to include the two acquisitions
made in 2022, and the expected completion dates of the three acquisitions in 2023.

Prospectus Summary, page 1

    3.
    We
    note your revised disclosure on page 2 that as of March 31, 2023 you had 24.5 million paid customers. We also note that your prior
    disclosure on page 8 of your draft registration statement, submitted on February 3, 2023, stated that “by the end of 2022,
    we expect to have over 43 million paid customers.” Please revise your filing to discuss any known trends or uncertainties regarding
    your paid customers.

Response: We respectfully advise the
Staff that in the second quarter of 2022, nationwide strict lockdown measures were imposed by the Chinese government in response to the
outbreak of the COVID-19 Omicron variant, which led to disruption to all social and economic activities. As a result, fewer shipping
locations were open, and our e-commerce operations were adversely affected. Therefore in 2022, we decided to expand our brand portfolio
via acquisition of target companies with more scope of offline distributors. This led to a reduction of the number of paid customers.
Therefore, the disclosure on expected / actual paid customers up to 31 December 2022 was revised in the F-1 submission.

    4.
    We
    note your disclosure on page 7 that you expect to launch your products through direct-to- consumer stores on Amazon, your U.S. website,
    major Asia food e-commerce platforms and major Asian supermarket chains by the first quarter of 2023. Please update these disclosures
    given that this prospectus is dated after such date.

Response: We respectfully
advise the Staff that we have revised page 7 of the Amended F-1.

    5.
    We
    note that you removed disclosure on page 13 which stated that you applied for and completed the cybersecurity review with the Cyberspace
    Administration of China. Please revise to state affirmatively whether any permissions or approvals have been denied.

Response: The approval before
has not been denied. As the Issuer plans to change the listing exchange from the NASDAQ Stock Exchange to the New York Stock Exchange,
while the former Notice issued by the CAC was only applicable for listing on the NASDAQ, we submitted an application of changing overseas
listing exchange to the CAC on June 15, 2023 and have received a call from the China Cybersecurity Review Technology and Certification
Center, noticing us that the application has been approved by the CAC. Therefore, we have completed the cybersecurity review for listing
on the NYSE with the CAC. We respectfully advise the Staff that we have revised the cover page and pages 13, 14, 30, 31, 43, 61, 63, 66
and 68 of the Amended F-1 accordingly.

    2

    6.
    We note your revised disclosure on page
        14 discussing the CSRC Trial Measures that came into effect on March 31, 2023. Please revise to discuss the specific risks
        associated with non-compliance with the CSRC Trial Measures, including administrative penalties and legal liabilities. We also note
        your disclosure that you will submit the filing materials with the CSRC. Since you are required to comply with the Trial Measures,
        we expect that you will have completed the filing process with the CSRC prior to requesting effectiveness of this registration
        statement. Accordingly, please revise the statement that you cannot predict whether you will be able to complete such proceeding and
        that the failure to obtain the relevant approval “may” significantly limit your ability to offer your shares and state
        affirmatively that you will complete the filing process before this offering. Further, please revise your cover page to discuss the
        CSRC Trial Measures. Finally, we note your disclosures on pages 13 and 64 that “no prior permission is required under the
        M&A Rules or the Opinions from any PRC governmental authorities (including the CSRC and MOFCOM) for the listing and trading of
        our securities on the NYSE Group in the context of this offering.” Given the foregoing, please revise to clarify that
        notwithstanding the M&A rules, you are required to complete the filing process with the CSRC.

Response: We respectfully
advise the Staff that (1) we have revised the cover page and pages 14, 61, 67 and 162 of the Amended F-1 for the first point; (2) for
the second point, we submitted our filing application with the CSRC on July 7, 2023 so we have revised the cover page and pages 14, 61
and 67 of the Amended F-1 accordingly. For the relevant risk disclosure, we considered and stated in the F-1 that the filing procedure
with the CSRC shall be completed before the listing, while as the rules are newly issued and currently only a very few cases have successfully
completed the filing procedure, we cannot know or predict under which circumstances the CSRC would refuse to issue filing certificate.
Therefore, we think such risk is still necessary to be disclosed until and unless we have completed the filing procedure, and the language
will be amended accordingly in the pre-effective prospectus; (3) we have revised the cover page of the Amended F-1 to discuss the CSRC
Trial Measures for the third point; and (4) for the last point, we have revised pages 13 and 68 of the Amended F-1 accordingly.

    7.
    Refer
    to the table on page 21. We note your revised disclosure provides material intragroup cash transfers for the years ended December
    31, 2022 and 2021. Please revise to provide all cash transfers beyond the time periods required by the financial statements.

Response: We respectfully
advise the Staff that we have revised page 25 of the Amended F-1.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Internal Control over Financial Reporting,
page 113

    8.
    We
    note your disclosure that you identified one material weakness in your internal control over financial reporting. Please revise to
    discuss any material cash requirements from remediation efforts.

Response: We respectfully
advise the Staff that we have revised pages 121 and 122 of the Amended F-1.

Related Party Transactions, page 164

    9.
    Please
    update this section to reflect the information as of the date of the document. Refer to Item 7.B. of Form 20-F.

Response: We respectfully
advise the Staff that we have revised pages 169 – 176 of the Amended F-1.

Description of Share Capital and Governing
Documents, page 168

    10.
    We
    note your disclosure that each Class B ordinary share is entitled to 15 votes per share while each Class A ordinary share is entitled
    to one vote. Please update the cover page and prospectus summary to reflect this disparate voting right. Further, please add a risk
    factor discussing this capital structure in your Risk Factors section.

Response: We respectfully
advise the Staff that we have revised the cover page and pages 12 and 79 of the Amended F-1.

    3

Part II

Information Not Required in Prospectus

Exhibit Index

Exhibit 5.1 - Form of Opinion of Travers
Thorp Alberga, page II-5

    11.
    We
    note the statement that the opinion relates to the offering of “certain Class A Ordinary shares.” Please have counsel
    provide a revised opinion that states the number of shares to be offered, including the underwriters’ overallotment amount.
    We also note that in the introductory paragraph the opinion states that the par value of your Class A ordinary shares is $0.001 per
    share, while the opinion states in paragraph 3.2 that it is $0.0001. Please revise to clarify. Finally, please revise such par values
    in your Exhibits 3.2 and 107 for consistency.

Response: We respectfully advise the
Staff that the exact number of shares to be offered will be determined at a later stage. The Cayman counsel is prepared to provide, and
will provide, an updated legal opinion which states the number of shares to be offered once such information becomes available. A revised
opinion from the Cayman counsel stating the correct par value of our Class A ordinary shares is included in the Amended F-1 as Exhibit
5.1.

Exhibit 5.2 - Form of Opinion of Loeb &
Loeb LLP regarding certain Hong Kong law matters, page II-5

    12.
    Please
    have counsel provide a revised opinion to expressly consent to the reference to their firm under the caption “Legal Matters”
    in the prospectus.

Response: A revised opinion is included
in the Amended F-1 as Exhibit 5.2.

Exhibit 5.3 - Form of Opinion of Grandall
Law Firm (Shanghai) regarding certain PRC law matters, page II-5

    13.
    We
    note that Schedule I does not include Shanghai Yuli Development Limited, which is included in your Exhibit 21.1 and the corporate
    structure diagrams in your registration statement. Please have counsel provide a revised opinion or clarify. Finally, please have
    counsel provide a revised opinion to expressly consent to the reference to their firm under the caption “Legal Matters”
    in the prospectus

Response: We respectfully advise the
Staff that the counsel has revised the opinion to include Shanghai Yuli Development Limited, and a revised opinion is included in the
Amended F-1 as Exhibit 5.3.

Please reach Lawrence Venick,
the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to any of the foregoing.
Thank you.

Sincerely,

    /s/
    Norma Chu

    DDC Enterprise Li

United States securities and exchange commission logo
July 7, 2023
Norma Chu
Chief Executive Officer
DDC Enterprise Ltd
Room 1601-1602, 16/F, Hollywood Centre
233 Hollywood Road
Sheung Wan, Hong Kong
Re:DDC Enterprise Ltd
Registration Statement on Form F-1
Filed on June 16, 2023
File No. 333-272689
Dear Norma Chu:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 filed on June 16, 2023
General
1.Please refer to comment 36 in our letter dated December 9, 2022 about your news update,
dated July 12, 2022, whether it is consistent with Rule 135 of the Securities Act and your
response.  We further refer to your news update, dated July 21, 2023, entitled
“DayDayCook Announces F1-Filing for NYSE Listing.”  In your response letter, please
provide your analysis as to how this communication is consistent with Rule 135.  Further,
tell us how you considered your response to comment 36 in issuing this news update.
Finally, we note your revised disclosures about Brinc Limited and Tessellation Investment
Limited on page II-2 in response to comment 36.  Please tell us why Esquel Ventures is
not included in this section or revise your filing.

 FirstName LastNameNorma Chu
 Comapany NameDDC Enterprise Ltd
 July 7, 2023 Page 2
 FirstName LastNameNorma Chu
DDC Enterprise Ltd
July 7, 2023
Page 2
Cover Page
2.We refer to the fourth graphic and the disclosure that your “revenue” was 34.3 million.
Please revise to clarify that this was your pro forma revenue.  Further, we note that
footnote two references your MD&A’s “New Acquisitions” section, which discusses
various acquisitions from 2021 to 2023.  This appears inconsistent with your disclosures
elsewhere that your pro forma revenue is based on four acquisitions that completed in
2022.  For example, refer to page 2.  Please revise to clarify this footnote and revise pages
114 and 115 to clearly discuss which four acquisitions were completed in 2022.  It appears
that only three are discussed.  Finally, please revise pages 114 and 115 to elaborate on
whether each of your 2023 acquisitions have been completed or discuss the expected dates
of completion.
Prospectus Summary, page 1
3.We note your revised disclosure on page 2 that as of March 31, 2023 you had 24.5 million
paid customers.  We also note that your prior disclosure on page 8 of your draft
registration statement, submitted on February 3, 2023, stated that “by the end of 2022, we
expect to have over 43 million paid customers.”  Please revise your filing to discuss any
known trends or uncertainties regarding your paid customers.
4.We note your disclosure on page 7 that you expect to launch your products through direct-
to-consumer stores on Amazon, your U.S. website, major Asia food e-commerce
platforms and major Asian supermarket chains by the first quarter of 2023.  Please update
these disclosures given that this prospectus is dated after such date.
5.We note that you removed disclosure on page 13 which stated that you applied for and
completed the cybersecurity review with the Cyberspace Administration of China.  Please
revise to state affirmatively whether any permissions or approvals have been denied.
6.We note your revised disclosure on page 14 discussing the CSRC Trial Measures that
came into effect on March 31, 2023.  Please revise to discuss the specific risks associated
with non-compliance with the CSRC Trial Measures, including administrative penalties
and legal liabilities.  We also note your disclosure that you will submit the filing materials
with the CSRC.  Since you are required to comply with the Trial Measures, we expect that
you will have completed the filing process with the CSRC prior to requesting
effectiveness of this registration statement.  Accordingly, please revise the statement that
you cannot predict whether you will be able to complete such proceeding and that the
failure to obtain the relevant approval “may” significantly limit your ability to offer your
shares and state affirmatively that you will complete the filing process before this
offering.  Further, please revise your cover page to discuss the CSRC Trial Measures.
 Finally, we note your disclosures on pages 13 and 64 that “no prior permission is required
under the M&A Rules or the Opinions from any PRC governmental authorities (including
the CSRC and MOFCOM) for the listing and trading of our securities on the NYSE Group
in the context of this offering.”  Given the foregoing, please revise to clarify that

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notwithstanding the M&A rules, you are required to complete the filing process with the
CSRC.
7.Refer to the table on page 21.  We note your revised disclosure provides material intra-
group cash transfers for the years ended December 31, 2022 and 2021.  Please revise to
provide all cash transfers beyond the time periods required by the financial statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Internal Control over Financial Reporting, page 113
8.We note your disclosure that you identified one material weakness in your internal control
over financial reporting.  Please revise to discuss any material cash requirements from
remediation efforts.
Related Party Transactions, page 164
9.Please update this section to reflect the information as of the date of the document.  Refer
to Item 7.B. of Form 20-F.
Description of Share Capital and Governing Documents, page 168
10.We note your disclosure that each Class B ordinary share is entitled to 15 votes per share
while each Class A ordinary share is entitled to one vote.  Please update the cover page
and prospectus summary to reflect this disparate voting right.  Further, please add a risk
factor discussing this capital structure in your Risk Factors section.
Part II
Information Not Required in Prospectus
Exhibit Index
Exhibit 5.1 - Form of Opinion of Travers Thorp Alberga, page II-5
11.We note the statement that the opinion relates to the offering of “certain Class A Ordinary
shares.”  Please have counsel provide a revised opinion that states the number of shares to
be offered, including the underwriters’ overallotment amount.  We also note that in the
introductory paragraph the opinion states that the par value of your Class A ordinary
shares is $0.001 per share, while the opinion states in paragraph 3.2 that it is $0.0001.
Please revise to clarify.  Finally, please revise such par values in your Exhibits 3.2 and
107 for consistency.
Exhibit 5.2 - Form of Opinion of Loeb & Loeb LLP regarding certain Hong Kong law matters,
page II-5
12.Please have counsel provide a revised opinion to expressly consent to the reference to
their firm under the caption “Legal Matters” in the prospectus.

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Exhibit 5.3 - Form of Opinion of Grandall Law Firm (Shanghai) regarding certain PRC law
matters, page II-5
13.We note that Schedule I does not include Shanghai Yuli Development Limited, which is
included in your Exhibit 21.1 and the corporate structure diagrams in your registration
statement.  Please have counsel provide a revised opinion or clarify.  Finally, please have
counsel provide a revised opinion to expressly consent to the reference to their firm under
the caption “Legal Matters” in the prospectus.
            You may contact Ernest Greene at 202-551-3733 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence Venick

United States securities and exchange commission logo
January 25, 2023
Norma Chu
Chief Executive Officer
DDC Enterprise Ltd
Room 3-6, 4/F, Hollywood Center
233 Hollywood Road
Sheung Wan, Hong Kong
Re:DDC Enterprise Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 9, 2023
CIK No. 0001808110
Dear Norma Chu:
            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.
Amended Draft Registration Statement
Cover Page
1.We note your response to comment 1 and your statement that "As of April 2022, all such
contractual arrangements with the VIEs have been terminated." Please revise to clarify
that only the contractual arrangements with Shanghai Weishi Information Technology
Co., Ltd., Shanghai City Modern Agriculture Development Co., Ltd., Shanghai City
Vegetable Production and Distribution Co-op, Shanghai Jiapin Vegetable Planting Co-op,
Shanghai Jiapin Ecological Agriculture Co-op have been terminated as of April 2022.
Please make corresponding changes throughout the prospectus.

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Prospectus Summary
Business Model, page 1
2.We note your disclosure in response to comment 5. Please revise your disclosure on page
2 to state that your independent auditor has raised substantial doubt as to your ability to
continue as a going concern.
Corporate History and Structure, page 8
3.We note your disclosure on page 9 regarding the Mengwei VIE. 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.
Requisite Licenses and Approvals for Our Operations, page 13
4.Please specify which VIEs are reflected in the tables.
Transfer of Cash Through our Organization, page 17
5.Please revise your disclosure to state that the Cayman Islands holding company controls
and receives the economic benefits of the VIE’s business operations through contractual
agreements between the VIE 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 VIE. We also note your disclosure that the Cayman Islands holding
company is the primary beneficiary of the VIE. 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 VIE.
Accordingly, please refrain from implying that the contractual agreements are equivalent
to equity ownership in the business of the VIE. Any references to control or benefits that
accrue to you because of the VIE should be limited to a clear description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally, your
disclosure should clarify that you are the primary beneficiary of the VIE for accounting
purposes. Please also disclose, if true, that the VIE agreements have not been tested in a
court of law.

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Risk Factors
Risks Related to Doing Business in China and Hong Kong, page 53
6.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of the VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, the
securities you are registering may decline in value or become worthless if the
determinations, changes, or interpretations result in your inability to assert contractual
control over the assets of your PRC subsidiaries or the VIEs that conduct all or
substantially all of your operations.
Use of Proceeds, page 79
7.We note your revisions in response to comment 18. Please provide the total balance of the
loan to be repaid. Disclose the interest rate and maturity of the indebtedness and, if
the indebtedness was incurred within the past year, describe the uses to which the
proceeds of such indebtedness were put.
Index to the Consolidated Financial Statements, page F-1
8.Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that are
no more than twelve months old.  Alternatively, to the extent you meet the 15-month
criteria outlined in Instruction 2. to Item 8.A.4, please file the necessary representations as
an exhibit to the registration statement.
            You may contact Ernest Greene at 202-551-3733 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence Venick

United States securities and exchange commission logo
December 9, 2022
Norma Chu
Chief Executive Officer
DDC Enterprise Ltd
Room 3-6, 4/F, Hollywood Center
233 Hollywood Road
Sheung Wan, Hong Kong
Re:DDC Enterprise Ltd
Draft Registration Statement on Form F-1
Response dated November 14, 2022
CIK No. 0001808110
Dear Norma Chu:
            We have reviewed your 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.
Draft Registration Statement on Form F-1 Response dated November 14, 2022
Cover Page
1.Please disclose throughout your filing whether certain of your current operations are
conducted through contractual arrangements with one or more variable interest entities
(VIEs).  In that regard, we note the following disclosures “[a]s a holding company with no
material operations of its own, we conduct our operations primarily through our PRC
subsidiaries and our [VIE] and the VIE’s subsidiaries” on page 97 and “[t]he VIE
arrangements with Mengwei Stores” on page F-17.  These disclosures appear inconsistent
with your other disclosures, including “our operations are currently conducted through our
operating entities established in Hong Kong and mainland China” on page 13.  Please tell

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us whether your continued cooperation with Shanghai Weishi Information Technology
Co., Ltd. constitutes a VIE.  Clearly and consistently revise your filing throughout.  For
additional guidance, please see the Division's Sample Letter to China-Based Companies,
published in December 2021.
2.We note your disclosure that you are not a Chinese operating company but a Cayman
Islands holding company with operations conducted by your subsidiaries in China and
Hong Kong.  Provide a cross-reference to your detailed discussion of risks facing the
company and the offering as a result of this structure.
3.Clearly disclose on the cover page how you will refer to the holding company and its
subsidiaries when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries, entities or
VIEs are conducting the business operations.
4.Provide a description of how cash is transferred through your organization.  State whether
any transfers, dividends, or distributions have been made to date between the holding
company, its subsidiaries, and any consolidated VIEs, or to investors, and quantify the
amounts where applicable.  Provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.
Prospectus Summary, page 1
5.Please ensure that the information you provide in your filing is balanced.  For example,
we note your audit report contains an explanatory paragraph that your recurring losses and
accumulated deficit raise substantial doubt about your ability to continue as a going
concern.  To the extent you discuss, for example, expectations of revenue growth or
performance of your acquisitions, review each one and revise as necessary to provide
balanced information including the need for substantial funding and capital.  Revise your
filing throughout.
6.Please clearly disclose throughout the filing your segments and which products and
services you currently offer as compared to your discontinued products.  In that regard, we
note by way of example only the following disclosures “[a]s of the date of this prospectus,
we have closed down all experience stores” on page 112 and “[s]ales from DayDayCook
own-branded RTH and RTC product segments . . .” on page 86.  These disclosures appear
inconsistent with your other disclosures “[w]e are also engaged in the provision of
advertising services and the operation of experience stores to offer cooking classes” on
page 104 and that you have “two operating segments: merchandise sales and fresh
agriculture produce” on page 91.  Please revise to disclose if your experience stores are
temporarily or permanently closed.  Clearly define your segments and refrain from
referring to a product as a segment if not accurate.  Include a description of your plant-
based meal products and explain which segment your plant-based meal product falls
under.  Clearly and consistently revise your filing throughout.  Refer to Item 4.B.1. of
Form 20-F.

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Corporate History and Structure, page 10
7.We note your corporate structure diagram on pages 10 and 81 and definition conventions
on page ii.  Please tell us how your subsidiaries in Hong Kong are offshore or non-PRC
entities when PRC is defined to include Hong Kong or revise.
Government Regulations and Approvals for this Offering, page 11
8.We note your disclosure that you applied for cybersecurity review from the Cyberspace
Administration of China.  State affirmatively whether you have received permission or
approval, whether it has been denied or whether it is currently pending.  Revise your filing
throughout.  Please specifically disclose on page 12 each permission or approval that you,
your subsidiaries, or any consolidated VIEs are required to obtain from Chinese
authorities to operate your business.
Transfer of Cash Through our Organization, page 13
9.We note your disclosure regarding the transfer of cash through your organization and your
cross references to the relevant risk factors.  In this section, disclose your intentions to
distribute earnings or settle amounts owed under the prior and any current VIE
agreements.  While we note your disclosure that no significant cash transfers and transfers
of other assets occurred among you and your subsidiaries, quantify the cash flows and
transfers of other assets by type that have occurred among your subsidiaries, and between
the holding company, its subsidiaries, and any consolidated VIEs, and direction of
transfer.  Quantify any dividends or distributions that any consolidated VIE has made to
the holding company and which entity made such transfer, 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.  Describe any restrictions
and limitations on your ability to distribute earnings from the company, including your
subsidiaries and/or any consolidated VIEs, to the parent company and U.S. investors as
well as the ability to settle amounts owed under the prior VIE agreements, including by
way of example only the foreign debt registrations and permissible use of capital
described on page 46.  Please tell us how the references to after-tax profits in the
Prospectus Summary and net income on page 59 as measurements for the statutory reserve
funds are consistent.  Please revise to provide clear and consistent disclosure throughout
your filing.
Risk Factor Summary, page 14
10.We note your disclosure on page 62 that your legal rights to lease certain properties could
be challenged.  If material, consider revising your summary risk factors to include this risk
and also consider including the description in Regulations.

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Risks Relating to Doing Business in China and Hong Kong, page 17
11.Please acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers 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.
12.Disclose explicitly that your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021.
Risk Factors, page 33
13.Please file your written agreements with your distribution partners, suppliers and
customers discussed on pages 33, 44, 61, 115 and F-33 as exhibits to your registration
statement.  In the alternative, please explain why you are not required to do so.
We depend on a stable and adequate supply of raw materials..., page 38
14.We note you identify inflation among the factors that may materially affect your results.
 If recent inflationary pressures have materially impacted your operations, please include
appropriate risk factor disclosure and revise throughout the filing.  Identify the types of
inflationary pressures you are facing, describe how your business has been affected and
the resulting impact on your financial condition and results of operation, and identify the
actions planned or taken, if any, to mitigate inflationary pressure.  Finally, please disclose
whether and how your business segments, products, lines of service, projects, or
operations are materially impacted by supply chain disruptions, especially in light of
Russia’s invasion of Ukraine.  For example, discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, or the ongoing invasion; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine and/or related
geopolitical tension or have sought to “de-globalize” your supply chain.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
15.Please identify the raw materials used in your products.
PRC regulation of loans to and direct investment in PRC entities by offshore holding
companies..., page 46
16.Please define “FIE.”

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Use of Proceeds, page 73
17.We note your disclosure that approximately 25% of the net proceeds from the offering is
expected to be used for the acquisitions of “RCT/RTE brands.”  Please clarify if RCT
refers to ready-to-cook (RTC) products.  Please provide the status of these
acquisitions. Refer to Item 3.C.3. of Form 20-F.
18.We note your disclosure that approximately 15% of the net proceeds from the offering is
expected to be used for reorganizing your capital structure and that on page 13
“[c]urrently, DDC Cayman is incorporated in Cayman Islands to be the ultimate parent
company of the Group.”  Please tell us more about this reorganization.  Refer to Item
4.A.4. of Form 20-F.
Capitalization, page 75
19.Please tell us what “Exchange Rate Information” cross-references to.
Dilution, page 77
20.It appears that the underwriters will be granted an over-allotment option.  Please include
the shares that may be issued in connection with the over-allotment option in your dilution
calculations.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
85
21.Please identify any trend information that is reasonably likely to have a material effect on
your results of operation or financial condition.  For example, for the current financial
year, discuss any known trends or uncertainties in your product offerings, including the
discontinuation of your fresh produce product and experience stores, your terminated and
any current VIEs, and planned expansion of offline consumer product sales through your
point-of-sales (POS).  Please tell us how your two acquisitions discussed on page 100 will
impact your cash flows, profitability and liquidity.  Refer to Item 5.D. of Form 20-F.
Clearly and consistently revise your filing throughout.
Key Factors Affecting Our Results of Operations, page 87
22.Please explain how the disclosure that your sales and marketing costs will stabilize by
2022 and start to decline is consistent with your statements on page 36 that you expect to
continue to make significant future expenditures related to investments in sales and
marketing and on page 39 that you expect your marketing expenses relating to online
channels will continue to increase.

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23.We note that you have experienced supply chain disruptions.  Please revise to discuss
known trends or uncertainties resulting from mitigation efforts undertaken, including your
disclosures that you increased the number of suppliers and distribution partners.  Explain
whether any mitigation efforts introduce new material risks, including those related to
product quality, reliability, or regulatory approval of products.
Bank Loans, page 96
24.Please explain how your discussion of your bank loans complies Item 5.B.2. of Form 20-F
or revise.  On page 97, please revise to clarify that you have already incurred debt.
Business
Plant-Based Meal Products, page 111
25.Please provide the revenue generated by your plant-based meal products.
Regulations, page 118
26.We note on page ii that the term “PRC” refers to only laws and regulations of mainland
China when describing such laws and regulations.  Please include in this section a
description of the material effects of Hong Kong government regulations on your
business.  To the extent material, please also describe U.S. laws and regulations given
your recent business expansion into the U.S. market.  Please revise the filing throughout to
address Hong Kong and U.S. law, if material.  In addition, please revise the generalized
disclosure in this section to describe the applicability to your operations.
Management, page 128
27.Please explain whether Norma Ka Yin Chu’s directorship of Voodoo Enterprise Limited,
as described on page 135, should be disclosed in this section.
28.Please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company’s supply
chain/suppliers/service providers.
Compensation of Directors and Executive Officers, page 133
29.Please tell us how your disclosure complies with Item 6.C.2. of Form 20-F or revise.
30.Please tell us how the disclosure that no executive officer has received any cash
compensation for services rendered to you is consistent with the “Fees Earned in Cash”
column in this table, which discloses that Norma Ka Yin Chu and Katherine Shuk Kwan
Lui earned cash in fiscal year 2021.  Please revise to address this discrepancy.

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Related Party Transactions, page 137
31.Please update this section to reflect the information as of the date of the document,
including by way of example only the amount outstanding on your loans as of the latest
practicable date.  Refer to Item 7.B. of Form 20-F.
Description of Share Capital and Governing