SecProbe.io

CORRESP
 1
 filename1.htm

 Shineco Inc.

 March 17, 2025

 Via Edgar

 Division of Corporation Finance

 Office of Industrial Applications and Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:

 Katherine Bagley
 Juan Grana

 Re:
 Shineco Inc.

 Registration Statement on Form S-1, as amended

 Initially Filed on February 18, 2025

 File No. 333-285025

 Ladies and Gentlemen:

 In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Shineco Inc. hereby requests that the effectiveness of
the above-referenced Registration Statement on Form S-1, as amended (the "Registration Statement"), be accelerated to and
that the Registration Statement become effective at 5:30 p.m., Eastern Time, on March 19, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Shineco Inc.

 By:
 /s/
 Jennifer Zhan

 Name:
 Jennifer Zhan

 Title:
 Chief Executive Officer and Director

CORRESP
 1
 filename1.htm

 Shineco,
Inc.

 March
13, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

 Office
of Industrial Applications and Services

 100 F Street, N.E.

 Washington,
DC 20549

 Attention:
 Ms.
 Juan Grana

 Ms.
 Katherine Bagley

 Re:
 Shineco,
 Inc.

 Registration Statement on Form S-1
 Filed February 18, 2025

 File
 No. 333-285025

 Dear
Ms. Grana and Ms. Bagley:

 This
letter is in response to the letter dated March 5, 2025 from the staff (the "Staff") of the U.S. Securities and Exchange
Commission (the "Commission") addressed to Shineco, Inc. (the "Company," "we," and "our").
For ease of reference, we have recited the Commission's comments in this response and numbered them accordingly. An amendment to
the Registration Statement on Form S-1 ("Amendment No. 1") is being filed to accompany this letter.

 Re g istration
Statement on Form S-1

 General

 1. We note various references to the opinion of Shineco's PRC legal counsel, Beijing Yingke Law Firm, throughout the registration statement. For example, we note your disclosure on page 7 that "[i]n the opinion of [y]our PRC legal counsel, Beijing Yingke Law Firm, as this offering does not constitute a subsequent offering by [you], [you] are not required to file with the CSRC in accordance with the Trial Measures in connection with this offering", and your disclosure on page 25 that "[a]s confirmed by [y]our PRC counsel, Beijing Yingke Law Firm...[you] will not be subject to cybersecurity review by the CAC under the Cybersecurity Review Measures, nor will any such entity be subject to the Security Administration." Please revise to file the opinion of your PRC counsel.

 Response :
In response to the Staff's comment, we revised to file the opinion of our PRC legal counsel, Beijing Yingke Law Firm, as Exhibit
99.1 to Amendment No. 1.

 In
responding to the Staff's comments, the Company acknowledges that:

 ●
 the
 Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 ●
 the
 Staff's comments or changes to disclosure in response to the Staff's comments do not foreclose the Commission from taking
 any action with respect to the filing; and

 ●
 the
Company may not assert the Staff's comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

 Very
 truly yours,

 /s/
 Jennifer Zhan

 Jennifer
 Zhan

 Chief
 Executive Officer

 cc:
 Ying
Li, Esq.

 Hunter
 Taubman Fischer & Li LLC

March 5, 2025
Jennifer Zhan
Chief Executive Officer
Shineco, Inc.
Room 1707, Block D, Modern City SOHO,
No. 88, Jianguo Road, Chaoyang District,
Beijing, People’s Republic of China 100022
Re:Shineco, Inc.
Registration Statement on Form S-1
Filed February 18, 2025
File No. 333-285025
Dear Jennifer Zhan:
            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 S-1
General
1.We note various references to the opinion of Shineco's PRC legal counsel, Beijing
Yingke Law Firm, throughout the registration statement. For example, we note your
disclosure on page 7 that "[i]n the opinion of [y]our PRC legal counsel, Beijing
Yingke Law Firm, as this offering does not constitute a subsequent offering by [you],
[you] are not required to file with the CSRC in accordance with the Trial Measures in
connection with this offering", and your disclosure on page 25 that "[a]s confirmed by
[y]our PRC counsel, Beijing Yingke Law Firm...[you] will not be subject to
cybersecurity review by the CAC under the Cybersecurity Review Measures, nor will
any such entity be subject to the Security Administration." Please revise to file the
opinion of your PRC counsel.

March 5, 2025
Page 2
            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.
            Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545
with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ying Li, Esq.

United States securities and exchange commission logo
August 31, 2023
Jennifer Zhan
Chief Executive Officer
SHINECO, INC.
Room 1001, Building T5, DaZu Square
Daxing District, Beijing
People’s Republic of China
Re:SHINECO, INC.
Form 10-K for Fiscal Year Ended June 30, 2022
Response dated August 11, 2023
File No. 001-37776
Dear Jennifer Zhan:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       David Manno

CORRESP
1
filename1.htm

August
11, 2023

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Jessica Ansart and Ms. Lauren Nguyen

Re:
Shineco, Inc.

Form
10-K for Fiscal Year Ended June 30, 2022

Submitted
on September 28, 2022

Response
dated May 30, 2023

File
No. 001-37776

Dear
Ms. Jessica Ansart and Ms. Lauren Nguyen:

Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated August 1, 2023 (the “Comment Letter”) relating
to the annual report on Form 10-K for the year ended June 30, 2022, which was submitted to the Commission by Shineco, Inc. (the “Company”
or “we”) on September 28, 2022, and our response dated May 30, 2023.

The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.

In
addition, we hereby submit our proposed amended disclosures, substantially in the form as Exhibit A attached hereto (the “Annual
Report”). Once the Staff’s satisfied with the proposed disclosures, we will incorporate such disclosures into our annual
report for the fiscal year ended June 30, 2023.

Form
10-K for the Year Ended June 30, 2022

Summary
of challenges and risks involved in the VIE Arrangements and enforcing the VIE Agreements, page 7

    1.
    We
    note your response to comment 5 and your revised disclosure here discussing the challenges and risks involved in the VIE arrangements
    and enforcing the VIE arrangements. Please also disclose, if true, that the VIE agreements have not been tested in a court of law.

RESPONSE:
We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the Annual Report to include
the requisite disclosures. Please see pages 7 and 17 of the Annual Report attached hereto as Exhibit A for further details.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Huan Lou, Esq. and David
Manno, Esq. of Sichenzia Ross Ference LLP at (212) 930-9700.

    Very truly
    yours,

    By:
    /s/
    Sichenzia Ross Ference LLP

    Name:
    Sichenzia
    Ross Ference LLP

    On behalf of Shineco, Inc.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Exhibit
A

Powers
of Attorney

Under
the Powers of Attorney, the shareholders of each VIE authorize WFOE to act on their behalf as their exclusive agent and attorney with
respect to all rights as shareholders of the respective VIEs, including but not limited to: (a) attending shareholders’ meetings;
(b) exercising all the shareholder’s rights, including voting, that shareholders are entitled to under the laws of China and the
Articles of Association, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and
(c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive
officer and other senior management members of the respective VIEs.

Summary
of challenges and risks involved in the VIE Arrangements and enforcing the VIE Agreements

Shineco
is also subject to the legal and operational risks associated with being based in and having the majority of its operations in China.
These risks could result in material changes in operations, or a complete hindrance of Shineco’s ability to offer or continue to
offer its securities to investors, and could cause the value of Shineco’s securities to significantly decline or become worthless.
Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little
advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies
listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding
the efforts in anti-monopoly enforcement. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the
General Office of the State Council jointly issued an announcement to crack down on illegal activities in the securities market and promote
the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen
cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas,
and to establish and improve the system of extraterritorial application of the PRC securities laws. On July 10, 2021, the PRC State Internet
Information Office issued the Measures of Cybersecurity Review, which requires cyberspace companies with personal information of more
than one (1) million users that want to list their securities on a non-Chinese stock exchange to file a cybersecurity review with the
Office of Cybersecurity Review of China. On December 28, 2021, a total of thirteen governmental departments of the PRC, including the
Cyberspace Administration of China (the “CAC”), issued the Measures of Cybersecurity Review, which became effective on February
15, 2022. The Cybersecurity Review Measures provide that an online platform operator, which possesses personal information of at least
one million users, must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries. Because our current
operations do not possess personal information from more than one million users at this moment, Shineco does not believe that it is subject
to the cybersecurity review by the CAC.

As
of the date of this report, neither the Measures of Cybersecurity Review nor the anti-monopoly regulatory actions has impacted Shineco’s
ability to conduct its business, accept foreign investments, or continue its listing on Nasdaq or on another non-Chinese stock exchange;
however, there are uncertainties in the interpretation and enforcement of these new laws and guidelines, which could materially and adversely
impact the Company’s overall business and financial outlook. In summary, the recent statements and regulatory actions by China’s
government related to the use of variable interest entities and data security or antimonopoly concerns have not affected our ability
to conduct our business, accept foreign investments, or list on a U.S. or other foreign exchange. However, since these statements and
regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued,
it is highly uncertain what the potential impact such modified or new laws and regulations will have on Shineco’s daily business
operation, the ability to accept foreign investments and list on a U.S. or non-Chinese exchange. The Standing Committee of the National
People’s Congress (the “SCNPC”) or other PRC regulatory authorities may in the future promulgate laws, regulations
or implementing rules that would require Shineco or any of its subsidiaries to obtain regulatory approval from Chinese authorities before
listing in the U.S.

Because
Shineco does not hold equity interests in the VIEs, we are subject to risks due to the uncertainty of the interpretation and application
of the PRC laws and regulations, including but not limited to regulatory review of oversea listing of PRC companies through a special
purpose vehicle, and the validity and enforcement of the contractual arrangement with the VIEs. We are also subject to the risks of the
uncertainty that the PRC government could disallow the VIE structure, which would likely result in a material change in our operations,
or a complete hindrance of our ability to offer or continue to offer our securities to investors, and the value of our shares of common
stock may depreciate significantly. The arrangements of VIE Agreements are less effective than direct ownership due to the inherent risks
of the VIE structure and that Shineco may have difficulty in enforcing any rights it may have under the VIE agreements with the VIEs,
its founders and shareholders in the PRC because all of the VIE agreements are governed by the PRC laws and provide for the resolution
of disputes through arbitration in the PRC, where the legal environment is uncertain and not as developed as in the United States, and
where the Chinese government has significant oversight and discretion over the conduct of Shineco’s business and may intervene
or influence Shineco’s operations at any time with little advance notice, which could result in a material change in our operations
and/or the value of your common stock. In addition, the contractual agreements with the VIEs have not been tested in court in China and
this structure involves unique risks to investors. Furthermore, these VIE agreements may not be enforceable in China if the PRC authorities
or courts take a view that such VIE agreements contravene with the PRC laws and regulations or are otherwise not enforceable for public
policy reasons. In the event we are unable to enforce these VIE Agreements, Shineco may not be able to derive economic benefits from
the VIEs and Shineco’s ability to conduct its business may be materially and adversely affected. Any references to economic benefits
that accrue to Shineco because of the VIEs are limited to, and subject to conditions we have satisfied for consolidation of the VIEs
under U.S. GAAP. The VIEs are consolidated for accounting purposes but none of them is an entity in which Shinceco owns equity. Shineco
does not conduct any active operations and is the primary beneficiary of the VIEs for accounting purposes. See “Risk Factors —
Risks Relating to Our Corporate Structure”, “Risk Factors — Risks Associated With Doing Business in China” and
“Risk Factors — Risks Relating to Investment in Our Common Stock” for more information.

Asset
Transfer and Dividend Distribution Among Shineco, its Subsidiaries and the VIEs

As
of the date of this report, Shineco, any of its subsidiaries or any of the VIEs have not distributed any earnings or settled any amounts
owed under the VIE Agreements. None of Shineco, its subsidiaries and the VIEs have the intention to distribute earnings on any corporate
level nor settle amounts owed under the VIE agreements in the near future. We intend to keep any future earnings to finance the expansion
of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future.

Shineco’s
operating subsidiaries and the VIEs receive substantially all of the Company’s revenue in RMB. Under our current corporate structure
of mixed ownership and VIE arrangement, the WFOE has paid some of Shineco’s expenses and Shineco has from time to time transferred
cash to WFOE to fund WFOE and other subsidiaries’ or VIEs’ operations. For the year ended June 30, 2022, Shineco transferred
cash in the total amount of $15,349,077 to WFOE and WFOE paid expense approximately $978,979 on behalf of Shineco. For the year ended
June 30, 2021, Shineco transferred cash in the aggregate amount of $787,885 to the WFOE and WFOE paid $636,887 to Shineco’s creditors
on behalf of Shineco. The assets transfer was for business operation purposes. There was no distribution of earnings by the PRC operating
subsidiaries to Shineco during the years ended June 30, 2022 and 2021, respectively.

Under
the existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related
foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange
(the “SAFE”) by complying with certain procedural requirements. Pursuant to the SAFE Circular 37, Shineco is allowed to pay
dividends in foreign currencies to WFOE without prior approval from the SAFE, subject to the condition that the remittance of such dividends
outside of the PRC shall comply with certain procedures under the PRC foreign exchange regulations applicable to PRC residents only.
Approval from or registration with appropriate government authorities is, however, required where RMB is to be converted into a foreign
currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies. The PRC
government may also, at its discretion, restrict access in the future to foreign currencies for Shineco’s accounts with little
advance notice.

Relevant
PRC Regulations

Permissions
from the PRC Authorities to Issue Our Common Stock to Foreign Investors

As
of the date of this report, Shineco, our subsidiaries and the VIEs, (1) are not required to obtain any permission from any PRC authorities
to offer, sell or issue our common stock to non-Chinese investors, (2) are not covered by the permission requirements from the China
Securities Regulatory Commission (the “CSRC”), Cyberspace Administration of China (the “CAC”), or any other regulatory
agency that is required to approve of the VIEs’ operations, and (3) have not received nor been denied such permissions by any PRC
authorities. Nevertheless, the General Office of the Central Committee of the Communist Party of China and the General Office of the
State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,”
or the July 6, 2021 Opinions, which were made available to the public on July 6, 2021. The July 6, 2021 Opinions emphasized the need
to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings
by Chinese companies. Given the current PRC regulatory environment, it is uncertain whether and when we, any of our subsidiaries or the
VIEs, will be required to obtain any permission from the PRC government to list or continue listing on a U.S. stock exchange in the future,
and even when we obtain such permission, whether it will be denied or rescinded. We have been closely monitoring regulatory developments
in China regarding any necessary approvals from the CSRC, CAC or other PRC governmental authorities required for overseas listings.

If
(i) we, our subsidiaries or the VIEs inadvertently conclude that any of such permission was not required or (ii) it is determined in
the future that the approval of the CSRC, CAC or any other regulatory authority is required for maintaining listing of our securities
on Nasdaq, we will actively seek such permissions or approvals but may face sanctions by the CSRC, CAC or other PRC regulatory agencies.
These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China,
limit our operations in China, delay or restrict the repatriation of the proceeds from offerings into China or take other actions that
could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading
price of our securities. The CSRC, CAC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for
us, to halt offerings before settlement and delivery of our securities. Any uncertainties and/or negative publicity regarding such an
approval requirement could have a material adverse effect on the trading price of our securities. In the event that we failed to obtain
such required approvals or permissions, it would be likely that our securities would be delisted from the Nasdaq or any other foreign
exchange our securities are listed then.

The
Holding Foreign Companies Accountable Act

On
May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act (“HFCAA”) requiring a foreign company
to certify it is not owned or con

United States securities and exchange commission logo
August 1, 2023
Jennifer Zhan
Chief Executive Officer
SHINECO, INC.
Room 1001, Building T5, DaZu Square
Daxing District, Beijing
People’s Republic of China
Re:SHINECO, INC.
Form 10-K for Fiscal Year Ended June 30, 2022
Response dated May 30, 2023
File No. 001-37776
Dear Jennifer Zhan:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended June 30, 2022
Summary of challenges and risks involved in the VIE Arrangements and enforcing the VIE
Agreements, page 7
1.We note your response to comment 5 and your revised disclosure here discussing the
challenges and risks involved in the VIE arrangements and enforcing the VIE
arrangements. Please also disclose, if true, that the VIE agreements have not been tested in
a court of law.
            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.
            You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if

 FirstName LastNameJennifer Zhan
 Comapany NameSHINECO, INC.
 August 1, 2023 Page 2
 FirstName LastName
Jennifer Zhan
SHINECO, INC.
August 1, 2023
Page 2
you have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Ansart at 202-551-4511 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       David Manno

CORRESP
1
filename1.htm

May
30, 2023

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Jessica Ansart and Ms. Celeste Murphy

Re:
Shineco, Inc.

Form
10-K for Fiscal Year Ended June 30, 2022

Submitted
on September 28, 2022

File
No. 001-37776

Dear
Ms. Jessica Ansart and Ms. Celeste Murphy:

Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated May 17, 2023 (the “Comment Letter”) relating
to the annual report on Form 10-K for the year ended June 30, 2022, which was submitted to the Commission by Shineco, Inc. (the “Company”
or “we”) on September 28, 2022.

The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.

In
addition, we hereby submit our proposed amended disclosures, substantially in the form as Exhibit A attached hereto. Once the
Staff’s satisfied with the proposed disclosures, we will incorporate such
disclosures into our annual report for the fiscal year ended June 30, 2023.

Form
10-K for the Year Ended June 30, 2022

Consolidation
of Variable Interest Entities, page 23

1. We
                                            note that the consolidated VIEs constitute a material part of your consolidated financial
                                            statements. Please provide in tabular form a condensed consolidating schedule that disaggregates
                                            the operations and depicts the financial position, cash flows, and results of operations
                                            as of the same dates and for the same periods for which audited consolidated financial statements
                                            are required. The schedule should present major line items, such as revenue and cost of goods/services,
                                            and subtotals and disaggregated intercompany amounts, such as separate line items for intercompany
                                            receivables and investment in subsidiary. The schedule should also disaggregate the parent
                                            company, the VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary
                                            of the VIEs, and an aggregation of other entities that are consolidated. The objective of
                                            this disclosure is to allow an investor to evaluate the nature of assets held by, and the
                                            operations of, entities apart from the VIE, as well as the nature and amounts associated
                                            with intercompany transactions. Any intercompany amounts should be presented on a gross basis
                                            and when necessary, additional disclosure about such amounts should be included in order
                                            to make the information presented not misleading.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have added a summary consolidated financial data in tabular form. Please see
page 8 of the Exhibit A attached hereto for further details.

Note
3 - Summary of Significant Accounting Policies

Consolidation of Variable Interest Entities, page F-12

2. Pursuant
                                            to ASC 810-10-50-3 please disclose the following:

 ● Please
                                            provide qualitative information about the relationships between the VIE’s assets and
                                            liabilities that are consolidated. For example, if the VIE’s assets can be used only
                                            to settle obligations of the VIE, please disclose qualitative information about the nature
                                            of the restrictions on those assets;

 ● Please
                                            address whether creditors or beneficial interest holders of the VIE have no recourse to the
                                            general credit of the primary beneficiary; and

 ● Please
                                            disclose the terms of any arrangements, if applicable, that could require you to provide
                                            financial support.

RESPONSE:
We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the Consolidation of Variable
Interest Entities in the Note 3 — Summary of Significant Accounting Policies. Please see page F-12 of the Exhibit A attached hereto
for further details.

3. Pursuant
                                            to ASC 810-10-45, please present each of the following separately on the face of the statement
                                            of financial position:

 ● Assets
                                            of a consolidated VIEs that can be used only to settle obligations of the consolidated VIE;
                                            and

 ● Liabilities
                                            of a consolidated VIE for which creditors or beneficial interest holders do not have recourse
                                            to the general credit of the primary beneficiary.

RESPONSE:
We note the Staff’s comment, and in response hereto, respectfully advise the Staff that there are no consolidated assets of
the VIEs and the VIEs’ subsidiaries that are collateral for the obligations of the VIEs and the VIEs’ subsidiaries and can
only be used to settle the obligations of the VIEs and the VIEs’ subsidiaries. And as the VIEs are incorporated as limited liability
companies under the PRC Company Law, creditors or beneficial interest holders of the VIEs do not have recourse to the general credit
of the Company for any of the liabilities of the VIEs in normal course of business.

Note
20 - Commitments and Contingencies

Legal
Contingencies, page F-36

4. If
                                            it is reasonably possible that a loss or an additional loss in excess of the amount accrued
                                            may have been incurred, please disclose an estimated range; otherwise, provide a statement
                                            that such an estimate of the possible loss or range of loss cannot be made, if true. Refer
                                            to ASC 450-20-50-3 and 50-4.

RESPONSE: We note the Staff’s comment, and
in response hereto, because of the uncertainty associated with any litigation, we respectfully submit that at this point, the
Company is unable to form a conclusion as to whether an unfavorable outcome is either probable or remote, and therefore cannot provide
an estimate for the amount or range of potential loss should the outcome of the litigation be unfavorable.

General

5. Please
                                            conform the disclosures in your Form 10-K, related to your operations in China, with the
                                            disclosures in your amended Form S-3 (File No. 333-261229), taking into consideration comments
                                            1 to 16 from our letter dated November 29, 2021 and comment 1 from our letter dated May 20,
                                            2022, as applicable. Disclosures presented in the forepart/prospectus of Form S-3 should
                                            be disclosed at the onset of Item 1. Business in your Form 10-K. Please confirm your understanding
                                            of this matter and that you will comply with the requisite disclosures in your Form 10-K,
                                            as applicable, in your response to us.

RESPONSE:
We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the Annual report to include
the requisite disclosures. Please see pages 5, 7, and 17 of the Exhibit A attached hereto for further details.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Huan Lou, Esq. and David
Manno, Esq. of Sichenzia Ross Ference LLP at (212) 930-9700.

    Very
    truly yours,

    By:
    /s/
    Huan Lou

    Name:
    Huan
    Lou

    On
    behalf of Shineco, Inc.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Exhibit A

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549

FORM
10-K

☒
annual report pursuant to Section 13 or 15(d) of the Securities Exchange

Act
of 1934

For
the fiscal year ended June 30, 2022

or

☐
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange

Act
of 1934

For
the transition period from _________ to _________

Commission
File Number: 001-37776

    SHINECO,
    INC.

    (Exact
    name of issuer as specified in its charter)

    Delaware

    52-2175898

    (State
    or other jurisdiction of

    (I.R.S.
    employer

    incorporation
    or organization)

    identification
    number)

    RM
3D-1603 New World Center Apartment,

    Chong
Wen Men Wai Blvd,

    Beijing,
    People’s Republic of China

    100062

    (Address
    of principal executive offices)

    (Zip
    Code)

Registrant’s
telephone number, including area code (+86) 10-68130220

Securities
registered pursuant to Section 12(b) of the Act:

    Title
    of each class

    Ticker Symbol

    Name
    of each exchange on which registered

    Common
    stock, $0.001 par value

    SISI

    NASDAQ
    Capital Market

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes ☒ No ☐

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

    Large
    accelerated filer
    ☐

    Accelerated
    filer
    ☐

    Non-accelerated
    filer
    ☒

    Smaller
    reporting company
    ☒

    Emerging
    growth company
    ☐

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐

If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and
non-voting common equity stock held by non-affiliates of the registrant was approximately $61,230,076.1
as of December 31, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, based on the
closing price of the registrant’s common stock on such date of $6.64 per share, as reported on the Nasdaq Capital Market.

As of September 27, 2022, the registrant had 16,397,356 shares of common
stock outstanding.

TABLE
OF CONTENTS

TO
ANNUAL REPORT ON FORM 10-K

FOR
YEAR ENDED JUNE 30, 2022

    Part I

    4

    Item
    1.
    Business
    4

    Item
    1A.
    Risk Factors
    17

    Item
    1B.
    Unresolved Staff Comments
    19

    Item
    2.
    Properties
    20

    Item
    3.
    Legal Proceedings
    21

    Item
    4.
    Mine Safety Disclosures
    21

    Part II

    22

    Item
    5.
    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
    22

    Item
    6.
    [Reserved]
    23

    Item
    7.
    Management’s Discussion and Analysis of Financial Conditions and Results of Operations
    24

    Item
    7A.
    Quantitative and Qualitative Disclosures About Market Risk
    40

    Item
    8.
    Financial Statements and Supplementary Data
    40

    Item
    9.
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    41

    Item
    9A.
    Controls and Procedures
    41

    Item
    9B.
    Other Information
    43

    Item
    9C.
    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
    43

    Part III

    44

    Item
    10.
    Directors, Executive Officers and Corporate Governance
    44

    Item
    11.
    Executive Compensation
    48

    Item
    12.
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    49

    Item
    13.
    Certain Relationships and Related Transactions, and Director Independence
    50

    Item
    14.
    Principal Accounting Fees and Services
    51

    Part IV

    52

    Item
    15.
    Exhibits and Financial Statement Schedules
    52

    Item
    16.
    Form 10-K Summary
    57

All
references to “we,” “us,” “our,” “SISI,” “Company,” “registrant”
or similar terms used in this report refer to Shineco, Inc., a Delaware corporation (“SISI”), including the variable interest
entities (“VIEs”) and its consolidated subsidiaries, unless the context otherwise indicates. In the context of describing
our business, “we,” “us,” “our,” “SISI,” “Company,” or “registrant”
refers to the VIEs and their subsidiaries, unless the context otherwise indicates.

Our
reporting currency is the US$. The functional currency of our entities located in China is the RMB. For the entities whose functional
currency is the RMB, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities
are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result,
amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the
corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating th

United States securities and exchange commission logo
May 17, 2023
Jennifer Zhan
Chief Executive Officer
SHINECO, INC.
Room 1001, Building T5, DaZu Square
Daxing District, Beijing
People’s Republic of China
Re:SHINECO, INC.
Form 10-K for Fiscal Year Ended June 30, 2022
File No. 001-37776
Dear Jennifer Zhan:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended June 30, 2022
Consolidation of Variable Interest Entities, page 23
1.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required.  The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary.  The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated.  The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany

 FirstName LastNameJennifer Zhan
 Comapany NameSHINECO, INC.
 May 17, 2023 Page 2
 FirstName LastNameJennifer Zhan
SHINECO, INC.
May 17, 2023
Page 2
transactions.  Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.
Note 3 - Summary of Significant Accounting Policies
Consolidation of Variable Interest Entities, page F-12
2.Pursuant to ASC 810-10-50-3 please disclose the following:
•Please provide qualitative information about the relationships between the
VIE's assets and liabilities that are consolidated.  For example, if the VIE's assets can
be used only to settle obligations of the VIE, please disclose qualitative information
about the nature of the restrictions on those assets;
•Please address whether creditors or beneficial interest holders of the VIE have no
recourse to the general credit of the primary beneficiary; and
•Please disclose the terms of any arrangements, if applicable, that could require you to
provide financial support.
3.Pursuant to ASC 810-10-45, please present each of the following separately on the face of
the statement of financial position:
•Assets of a consolidated VIEs that can be used only to settle obligations of the
consolidated VIE; and
•Liabilities of a consolidated VIE for which creditors or beneficial interest holders do
not have recourse to the general credit of the primary beneficiary.
Note 20 - Commitments and Contingencies
Legal Contingencies, page F-36
4.If it is reasonably possible that a loss or an additional loss in excess of the amount accrued
may have been incurred, please disclose an estimated range; otherwise, provide a
statement that such an estimate of the possible loss or range of loss cannot be made, if
true.  Refer to ASC 450-20-50-3 and 50-4.
General
5.Please conform the disclosures in your Form 10-K, related to your operations in China,
with the disclosures in your amended Form S-3 (File No. 333-261229), taking into
consideration comments 1 to 16 from our letter dated November 29, 2021 and
comment 1 from our letter dated May 20, 2022, as applicable. Disclosures presented in the
forepart/prospectus of Form S-3 should be disclosed at the onset of Item 1. Business in
your Form 10-K. Please confirm your understanding of this matter and that you will
comply with the requisite disclosures in your Form 10-K, as applicable, in your response
to us.
            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.

 FirstName LastNameJennifer Zhan
 Comapany NameSHINECO, INC.
 May 17, 2023 Page 3
 FirstName LastName
Jennifer Zhan
SHINECO, INC.
May 17, 2023
Page 3
            You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Ansart at 202-551-4511 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       David Manno

CORRESP
1
filename1.htm

SHINECO,
INC.

Room
3310, North Tower, Zhengda Center

No.
20, Jinhe East Road,

Chaoyang
District, Beijing,

People’s
Republic of China 100020

June
8, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attention:
Mr. Chris Edwards and Ms. Celeste Murphy

    Re:
    Shineco,
    Inc.

    Registration
    Statement on Form S-3/A

    Submitted
    on June 3, 2022

    File
    No. 333-261229

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Shineco, Inc. (the “Company”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement, so that such Registration Statement will become effective as of
4:15 p.m. Eastern time, Friday, June 10, 2022 or as soon as practicable thereafter.

    Very
    truly yours,

    SHINECO,
    INC.

    By:

    /s/
    Jennifer Zhan

    Jennifer
    Zhan

    Chief
    Executive Officer

CORRESP
1
filename1.htm

June
3, 2022

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Mr. Chris Edwards and Ms. Celeste Murphy

Re:
Shineco, Inc.

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

Submitted
on May 11, 2022

File
No. 333-261229

Dear
Mr. Chris Edwards and Ms. Celeste Murphy:

Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated May 20, 2022 (the “Comment Letter”) relating
to amendment no. 1 to registration statement on Form S-3, which was submitted to the Commission by Shineco, Inc. (the “Company”
or “we”) on May 11, 2022.

The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.

We
have also updated the Amendment No. 2 Registration Statement on Form S-3/A (the “Registration Statement”) which is
submitted to the Commission simultaneously together with this letter.

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

Recent
Regulatory Development, page 12

    1.
    We
    note your response to comments 6 and 10. Please also describe the consequences to you and your investors if you, your subsidiaries,
    or the VIEs inadvertently conclude that such permissions or approvals are not required or applicable laws, regulations, or interpretations
    change and you are required to obtain such permissions or approvals in the future.

    Response:
    We
    have revised the Registration Statement in accordance with the Staff’s comment. Please see the pages 12 and 29 of the Registration
    Statement for details.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Huan Lou, Esq. and David
Manno, Esq. of Sichenzia Ross Ference LLP at (212) 930-9700.

    Very
    truly yours,

    By:
    /s/
    Huan Lou

    Name:
    Huan
    Lou

    On
    behalf of Shineco, Inc.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
May 20, 2022
Jennifer Zhan
Chief Executive Officer
Shineco, Inc.
Room 3310, North Tower, Zhengda Center
No. 20, Jinhe East Road
Chaoyang District, Beijing People’s Republic of China 100020
Re:Shineco, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed May 11, 2022
File No. 333-261229
Dear Ms. Zhan:
            We have reviewed your amended 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 our 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 the comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-3
Recent Regulatory Development, page 12
1.We note your response to comments 6 and 10. Please also describe the consequences to
you and your investors if you, your subsidiaries, or the VIEs inadvertently conclude that
such permissions or approvals are not required or applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.

 FirstName LastNameJennifer Zhan
 Comapany NameShineco, Inc.
 May 20, 2022 Page 2
 FirstName LastName
Jennifer Zhan
Shineco, Inc.
May 20, 2022
Page 2
            Please contact Chris Edwards at 202-551-6761 or Celeste Murphy at 202-551-3257 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Manno, Esq.

CORRESP
1
filename1.htm

May
11, 2022

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Mr. Chris Edwards and Ms. Celeste Murphy

Re:
Shineco, Inc.

Registration
Statement on Form S-3

Submitted
November 19, 2021

File
No. 333-261229

Dear
Mr. Chris Edwards and Ms. Celeste Murphy:

Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated November 29, 2021 (the “Comment Letter”) relating
to the registration statement on Form S-3, which was submitted to the Commission by Shineco, Inc. (the “Company” or
“we”) on November 19, 2021.

The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.

We
have also updated the Registration Statement on Form S-3/A (the “Registration Statement”) which is submitted
to the Commission simultaneously together with this letter.

Registration
Statement on Form S-3

Cover
Page

    1.
    Please
    disclose prominently on the prospectus cover page whether the VIE structure is used to replicate foreign investment in Chinese-based
    companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors may never
    directly hold equity interests in the Chinese operating company.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see the cover page of the Registration
Statement for details.

    2.
    Provide
    prominent disclosure about the legal and operational risks associated with being based in or having the majority of the company’s
    operations in China. Your disclosure should make clear whether these risks could significantly limit or completely hinder your ability
    to offer or continue to offer securities to investors. Your disclosure should address how recent statements and regulatory actions
    by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns,
    has or may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign
    exchange. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover
    page.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see the cover page of the Registration
Statement for details.

    3.
    Clearly
    disclose how you will refer to the holding company, subsidiaries, and VIEs when providing the disclosure throughout the document
    so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the
    business operations. Refrain from using terms such as “we” or “our” when describing activities or functions
    of a VIE. Disclose clearly the entity (including the domicile) in which investors are purchasing their interest.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see the cover page of the Registration
Statement for details.

    4.
    Provide
    a description of how cash is transferred through your organization and disclosure regarding your intentions to distribute earnings
    or settle amounts owed under the VIE agreements. State whether any transfers, dividends, or distributions have been made to date.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see the cover page of the Registration
Statement for details.

The
Company, page 5

    5.
    Describe
    all contracts and arrangements through which you purport to obtain economic rights and exercise control that results in consolidation
    of the VIE’s operations and financial results into your financial statements. Identify clearly the entity in which investors
    are purchasing their interest and the entities 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 Delaware 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 uncertainties under Chinese law and jurisdictional limits.

Response:
We have revised the Registration Statement in response to the Staff’s comment to include the description of the Company’s
contractual relation with the VIEs and the risks associated with such relationships. Please see pages 9 and 11 of the Registration
Statement for further details.

    6.
    Disclose
    each permission that you, your subsidiaries or your VIEs are required to obtain from Chinese authorities to operate and issue these
    securities to foreign investors. State whether you, your subsidiaries, or VIEs are covered by permissions requirements from the China
    Securities Regulatory Commission, the Cyberspace Administration of China or any other entity that is required to approve of the VIE’s
    operations, and state affirmatively whether you have received all requisite permissions and whether any permissions have been denied.

Response:
We have revised the Registration Statement in response to the Staff’s comment. Please see page 12 of the Registration Statement
for details.

    7.
    Provide
    a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle
    amounts owed under the VIE agreements. Quantify any cash flows and transfers of other assets by type that have occurred between the
    holding company, its subsidiaries, and consolidated VIEs, and direction of transfer. Quantify any dividends or distributions that
    a subsidiary or consolidated VIE have made to the holding company and which entity made such transfer, and their tax consequences.
    Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Describe any restrictions
    on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions
    and limitations on your ability to distribute earnings from your businesses, including subsidiaries and/or consolidated VIEs, to
    the parent company and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Response:
We have revised the Registration Statement in response to the Staff’s comment. Please see page 11 of the Registration Statement
for details.

    8.
    We
    note that the consolidated VIEs constitute a material part of your consolidated financial statements. Please provide in tabular form
    condensed consolidating schedule - depicting the financial position, cash flows and results of operations for the parent, the consolidated
    variable interest entities, and any eliminating adjustments separately - as of the same dates and for the same periods for which
    audited consolidated financial statements are required. Highlight the financial statement information related to the variable interest
    entity and parent, so an investor may evaluate the nature of assets held by, and the operations of, entities apart from the variable
    interest entity, which includes the cash held and transferred among entities.

Response:
We have revised the Summary Consolidated Financial Data in accordance with the Staff’s comment. Please see page 13 of the
Registration Statement for more information.

We
have further confirmed that our auditor, KCCW Accountancy Corp., has been subject to the PCAOB inspection on a regular basis.

    9.
    Disclose
    that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that
    it cannot inspect or fully investigate your auditor, and that as a result an exchange may determine to delist your securities. If
    the PCAOB has been or is currently unable to inspect your auditor, revise your disclosure to so state. Additionally, please include
    disclosure to clarify that the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted,
    would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if
    its auditor is not subject to PCAOB inspections for two consecutive years instead of three. Please include corresponding risk factor
    disclosure.

Response:
We have revised the Registration Statement in response to the Staff’s comment to reflect the risk associated with PCAOB’s
inspection of the Company’s auditor. Please see page 13 of the Registration Statement for further details.

    10.
    Please
    disclose whether you are required to obtain any approvals to offer securities to foreign investors, whether you have received such
    approvals and the consequences to you and your investors if you do not receive or maintain the approvals, inadvertently conclude
    that such approvals are not required, or applicable laws, regulations, or interpretations change and you are required to obtain approval
    in the future.

Response:
We have revised the Registration Statement in response to the Staff’s comment. Please see page 12 of the Registration Statement
for details.

    11.
    Please
    revise your organizational chart to show VIE contractual arrangements with a dotted line.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Response:
We have revised the organizational chart in response to the Staff’s comment to reflect the VIE contractual arrangements. Please
see page 9 of the Registration Statement for details.

Risk
Factors, page 7

    12.
    Please
    revise the Risk Factors section so that the Risks Relating to Our Corporate Structure and the Risks Associated With Doing Business
    in China appear first. Please also revise the Summary of Risk Factors on page 8 to include bullets for the risks related to China
    and your corporate structure at the beginning of the summary list.

Response:
We have revised the summary of risk factors in accordance with the Staff’s comment. Please see pages 15, 16, 17 and 20
of the Registration Statement for details.

    13.
    In
    your summary of risk factors, disclose the risk that the Chinese government may intervene or influence your operations at any time,
    or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result
    in a material change in your operations and/or the value of your common stock. 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.

Response:
We have revised the summary of risk factors in accordance with the Staff’s comment. Please see page 16 of the Registration
Statement for details.

    14.
    Revise
    your risk factors to acknowledge that if the PRC government determines that the contractual arrangements constituting part of your
    VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, your
    shares may decline in value or become worthless if you are unable to assert your contractual control rights over the assets of your
    PRC subsidiaries that conduct all or substantially all of your operations.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 19 of the Registration Statement
for details.

    15.
    Given
    the Chinese government’s significant oversight and discretion over the conduct of your business, please revise to separately
    highlight the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material
    change in your operations and/or the value of your common stock. Also, given recent statements by the Chinese government indicating
    an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China- based
    issuers, acknowledge the risk that any such action 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.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 29 of the Registration Statement
for details.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

    16.
    In
    light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for
    companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business
    and your offering and to what extent you believe that you are compliant with the regulations or policies that have been issued by
    the CAC to date.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 29 of the Registration Statement
for details.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Huan Lou, Esq. and David
Manno, Esq. of Sichenzia Ross Ference LLP at (212) 930-9700.

    Very
    truly yours,

    By:
    /s/
    Huan Lou

    Name:
    Huan
    Lou

    On
    behalf of Shineco, Inc.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
November 29, 2021
Jennifer Zhan
Chief Executive Officer
Shineco, Inc.
Room 3310, North Tower, Zhengda Center
No. 20, Jinhe East Road
Chaoyang District, Beijing People’s Republic of China 100020
Re:Shineco, Inc.
Registration Statement on Form S-3
Filed November 19, 2021
File No. 333-261229
Dear Ms. Zhan:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-3
Cover Page
1.Please disclose prominently on the prospectus cover page whether the VIE structure is
used to replicate foreign investment in Chinese-based companies where Chinese law
prohibits direct foreign investment in the operating companies, and disclose that investors
may never directly hold equity interests in the Chinese operating company.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors.  Your disclosure should address

 FirstName LastNameJennifer Zhan
 Comapany NameShineco, Inc.
 November 29, 2021 Page 2
 FirstName LastNameJennifer Zhan
Shineco, Inc.
November 29, 2021
Page 2
how recent statements and regulatory actions by China’s government, such as those
related to the use of variable interest entities and data security or anti-monopoly concerns,
has or may impact the company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange. Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
4.Provide a description of how cash is transferred through your organization and disclosure
regarding your intentions to distribute earnings or settle amounts owed under the VIE
agreements.  State whether any transfers, dividends, or distributions have been made to
date.
The Company, page 5
5.Describe all contracts and arrangements through which you purport to obtain economic
rights and exercise control that results in consolidation of the VIE’s operations and
financial results into your financial statements.  Identify clearly the entity in which
investors are purchasing their interest and the entities 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
Delaware 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 uncertainties under Chinese law and jurisdictional limits.
6.Disclose each permission that you, your subsidiaries or your VIEs are required to obtain
from Chinese authorities to operate and issue these securities to foreign investors.  State
whether you, your subsidiaries, or VIEs are covered by permissions requirements from the
China Securities Regulatory Commission, the Cyberspace Administration of China or any
other entity that is required to approve of the VIE’s operations, and state affirmatively
whether you have received all requisite permissions and whether any permissions have
been denied.
7.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between

 FirstName LastNameJennifer Zhan
 Comapany NameShineco, Inc.
 November 29, 2021 Page 3
 FirstName LastName
Jennifer Zhan
Shineco, Inc.
November 29, 2021
Page 3
the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences.  Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors.  Describe any
restrictions and limitations on your ability to distribute earnings from your businesses,
including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors
as well as the ability to settle amounts owed under the VIE agreements.
8.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Please provide in tabular form condensed consolidating schedule -
depicting the financial position, cash flows and results of operations for the parent, the
consolidated variable interest entities, and any eliminating adjustments separately - as of
the same dates and for the same periods for which audited consolidated financial
statements are required.  Highlight the financial statement information related to the
variable interest entity and parent, so an investor may evaluate the nature of assets held
by, and the operations of, entities apart from the variable interest entity, which includes
the cash held and transferred among entities.
9.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities.  If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state. Additionally, please include disclosure to clarify that the U.S.
Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s
securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB
inspections for two consecutive years instead of three. Please include corresponding risk
factor disclosure.
10.Please disclose whether you are required to obtain any approvals to offer securities to
foreign investors, whether you have received such approvals and the consequences to you
and your investors if you do not receive or maintain the approvals, inadvertently conclude
that such approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.
11.Please revise your organizational chart to show VIE contractual arrangements with a
dotted line.

 FirstName LastNameJennifer Zhan
 Comapany NameShineco, Inc.
 November 29, 2021 Page 4
 FirstName LastName
Jennifer Zhan
Shineco, Inc.
November 29, 2021
Page 4
Risk Factors, page 7
12.Please revise the Risk Factors section so that the Risks Relating to Our Corporate
Structure and the Risks Associated With Doing Business in China appear first. Please also
revise the Summary of Risk Factors on page 8 to include bullets for the risks related to
China and your corporate structure at the beginning of the summary list.
13.In your summary of risk factors, disclose the risk that the Chinese government may
intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of your common
stock.  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.
14.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of your VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, your
shares may decline in value or become worthless if you are unable to assert your
contractual control rights over the assets of your PRC subsidiaries that conduct all or
substantially all of your operations.
15.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your common stock.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action 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.
16.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
            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

 FirstName LastNameJennifer Zhan
 Comapany NameShineco, Inc.
 November 29, 2021 Page 5
 FirstName LastName
Jennifer Zhan
Shineco, Inc.
November 29, 2021
Page 5
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Chris Edwards at 202-551-6761 or Celeste Murphy at 202-551-3257 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Elizabeth Fei Chen

CORRESP
1
filename1.htm

Shineco,
Inc.

Room
1001, Building T5, DaZu Square,

Daxing
District, Beijing

People’s
Republic of China 100076

(+86)
10-58693193

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

June
21, 2021

    Re:
    Shineco,
    Inc.

    Registration
    Statement on Form S-3, as amended

    Initially
    Filed on November 18, 2020

    File
    No. 333-250160

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Shineco, Inc. (the “Registrant”) hereby requests acceleration
of effectiveness of the above referenced Registration Statement so that it will become effective at 4:30 p.m. ET on June 23, 2021, or
as soon as thereafter practicable.

Please
note that we acknowledge the following:

    ●
    should
    the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
    declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Sincerely,

    By:
    /s/
                                            Yuying Zhang

    Name:
    Yuying Zhang

    Title:
    Executive Director, Director, and Chairman of the Board

    cc:
    Ying
    Li, Esq.,

    Hunter
    Taubman Fischer & Li LLC

United States securities and exchange commission logo
November 19, 2020
Guocong Zhou
Chief Executive Officer
Shineco, Inc.
Room 1001, Building T5, DaZu Square
Daxing District, Beijing
People’s Republic of China 100176
Re:Shineco, Inc.
Registration Statement on Form S-3
Filed November 18, 2020
File No. 333-250160
Dear Mr. Zhou:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William N. Haddad, Esq.

CORRESP
1
filename1.htm

Shineco, Inc.

Room 1001, Building T5, DaZu Square

Daxing District, Beijing

People’s Republic of China

December 15, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Transportation and Leisure

100 F Street, N.E.

Washington, DC 20549

Attention: J. Nolan McWilliams

    Re:

        Shineco, Inc.

        Registration Statement on Form S-3

    (Registration No. 333-221711)

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission
(the “Commission”) of the effective date of the Registration Statement on Form S-3 (Registration No.
333-221711) (the “Registration Statement”) of Shineco, Inc. (the “Company”).
We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on December 19,
2017, or as soon as practicable thereafter.

The Company acknowledges
the following:

    ●
    should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance in this matter.

    Very truly yours,

    Shineco, Inc.

    /s/ Yuying Zhang

    Yuying Zhang

    Chief Executive Officer

CORRESP
1
filename1.htm

Shineco, Inc.

Room 1001, Building T5, DaZu Square

Daxing District, Beijing

People’s Republic of China

December 12, 2017

Via E-Mail

J. Nolan McWilliams

Attorney-Advisor

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

Washington, D.C. 20549-4631

    Re:

        Shineco, Inc.

Registration Statement on Form S-3

        Filed on November 21, 2017

        File No. 333-221711

Dear Mr. McWilliams:

We are in receipt of your comment letter dated December
11, 2017 regarding the above referenced filing. As requested in your letter, we have provided responses to the questions raised
by the Staff. For your convenience, the matters are listed below, followed by our responses:

Exhibits

1. We note that you are registering debt securities under the registration statement. Please file
the Form of Indenture, referenced in the Exhibit Index as Exhibit 4.1, in a pre-effective amendment to the registration statement.
For further guidance, please refer to Trust Indenture Act Compliance and Disclosure Interpretations 201.02 and 201.04.

In response to the Staff’s comments, the Registration
Statement has been revised to include the Form of Indenture as Exhibit 4.1.

We hope this response has addressed
all of the Staff's concerns relating to the Comment Letter. Should you have additional questions regarding the information contained
herein, please contact our outside securities counsel Ying Li, Esq. of Hunter Taubman Fischer & Li LLC at yli@htflaywers.com.

    Shineco, Inc.

    By:
    /s/ Yuying Zhang

    Name:
    Yuying Zhang

    Title:
    Chief Executive Officer

Mail Stop 3561
December  11, 201 7

Yuying Zhang
Chief Executive Officer
Shineco , Inc.
Room 1001, Building T5, DaZu Square
Daxing District, Beijing
People’s Republic of China

Re: Shineco , Inc .
  Registration Statement on Form  S-3
Filed  November 21, 2017
  File No. 333-221711

Dear Mr. Zhang :

We have limited our review of your registration statement to those issues we have
addressed in our 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.   Where 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 comm ents.

Exhibits

1. We note that you are registering debt securities under the registration statement.  Please
file the Form of Indenture, referenced in the Exhibit Index as Exhibit 4.1, in a pre -
effective amendment to the registration statement.  For furth er guidance, please refer to
Trust Indenture Act Compliance and Disclosure Interpretations  201.02 and 201.04.

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.

Yuying Zhang
Shineco , Inc.
December  11, 201 7
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 John Stickel at (202) 551 -3324 or me at (202) 551 -3217  with any
questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor
Office of Transportation and Leisure

Mail Stop 3561
February 16, 2017

Sam Wang
Chief Financial Officer
Shineco, Inc.
2nd Floor, Wanyuan Business Center
10 N. Hongda Road
Daxing District, Beijing  100176
People’s Republic of China

Re: Shineco, Inc.
 Form 10-K for Fiscal Year Ended June 30, 2016
Filed September 28, 2016
File No. 001 -37776

Dear Mr. Wang :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure

CORRESP
1
filename1.htm

2nd
Floor, Wanyuan Business Center s 10
N. Hongda Road s Daxing
District s

Beijing
100176 s People’s
Republic of China s (+86)
10-87227366

February 15, 2017

VIA EDGAR

Ms. Lyn Shenk, Branch Chief

Office of Transportation and Leisure

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Shineco, Inc.

    Form 10-K for Fiscal Year Ended June 30, 2016

    Filed September 28, 2016

    File No. 001-37776

Dear Ms. Shenk:

This letter is the response of Shineco, Inc. (the “Company”)
to the comment letter issued by your office dated January 31, 2017, with respect to the Company’s Annual Report on Form 10-K
for the year ended June 30, 2016. The Company has filed a first amendment to our Annual Report on Form 10-K/A for the fiscal year
ended June 30, 2016 (the “10-K/A”). We have printed your comments below in bold type, followed in each case by our
response.

Form 10-K for Fiscal Year Ended June 30, 2016

Other

 1. Data about your company included in the SEC’s EDGAR system includes the company’s current fiscal year end. However,
it appears that the fiscal year end listed for your company does not agree with the actual fiscal year end of your most recent
annual periodic report. Please correct the fiscal year end listed in EDGAR as follows:

Ms. Lyn Shenk, Branch Chief

February 15, 2017

Page 2

 · log
                                         onto your account at https://www.edgarfiling.sec.gov

 · select “retrieve/edit data” from the left-side menu

 · select “retrieve company information”

 · select “edit company information” at the bottom of
the screen

 · enter the month and day of your fiscal year end (“0630”)
in the “fiscal year end” field

 · and finally select “submit change” at the bottom of
the screen.

The Company has corrected the fiscal year
end listed in EDGAR per your request.

Exhibits 32.1 and 32.2

 2. We note the name of the officer in the introductory paragraph of your Section 906 certifications differ from the name of
the officer signing the certification. Please file a full amendment of your Form 10-K that includes revised certifications. We
remind you to include all required certifications, currently dated and that refer to the amended Form 10-K.

The Company has filed a full amendment of its Form
10-K that includes revised certifications per your request. The 10-K/A includes all required certifications, currently dated and
refer to the 10-K/A.

Signatures, page 57

 3. Please revise to include the signatures of your principal financial officer, your controller or principal accounting officer,
and by at least the majority of the board of directors or persons performing similar functions. Please provide the required signatures
in your amended 10-K. Refer to General Instruction D(2)(a) to Form 10-K.

The Company has revised the signature block to include
the required signatures in the 10-K/A.

The Company acknowledges 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.

Should you have any questions with respect to the above responses,
please contact me.

    Sincerely,

    /s/ Sam Wang

    Sam Wang

    Chief Financial Officer

Mail Stop 3561
January 3 1, 2017

Sam Wang
Chief Financial Officer
Shineco, Inc.
2nd Floor, Wanyuan Business Center
10 N. Hongda Road
Daxing District, Beijing  100176
People’s Republic of China

Re: Shineco, Inc.
 Form 10-K for Fiscal Year Ended June 30, 2016
Filed September 28, 2016
File No. 001-37776

Dear Mr. Wang :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended June 30, 2016

Other

1. Data about your company included in the SEC’s EDGAR system includes the company’s
current fiscal year end.  However, it appears that the fiscal year end listed for your
company does not agree with the actual fiscal year end of your most recent annual
periodic report.  Please correct the fiscal year end listed in EDGAR as follows:

 log onto your account at https://www.edgarfiling.sec.gov
 select “retrieve/ed it data” from the left -side menu
 select “retrieve company information”
 select “edit company information” at the bottom of the screen

Sam Wang
Shineco, Inc.
January 3 1, 2017
Page 2

  enter the month and day of your fiscal year end (“0630”) in the “fiscal year end” field
 and finally select “submit change” at the bottom of the screen.

Exhibi ts 32.1 and 32.2

2. We note the name of the officer in the introductory paragraph of your Section 906
certifications differ from the name of the officer signing the certification.  Please file a
full amendment of your Form 10 -K that includes revised certifications.  We remind  you
to include all required certifications, currently dated and that refer to the amended Form
10-K.

Signatures, page 57

3. Please revise to include the signatures of your principal financial officer, your controller
or principal accounting officer, and b y at least the majority of the board of directors or
persons performing similar functions.   Please provide the required signatures in your
amended 10 -K.  Refer to General  Instruction  D(2)(a) to Form  10-K.

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.

You may con tact Abe Friedman at 202 -551-8298  or Jean Yu at 202-551-3305 if you have
questions regarding c omments on the financial statements and rel ated matters.  Please contact me
at 202 -551-3380 wit h any other questions.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

2nd
Floor, Wanyuan Business Center  s  10 N Hongda Road  s  Daxing District  s

Beijing
100176  s  People’s
Republic of China  s
(+86) 108722-7366

September 14, 2016

Ms. Susan Block, Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Shineco, Inc.

Comment Letter Dated August 30, 2016
regarding

Post-effective Amendment to Form S-1

File No. 333-202803

Dear Ms. Block:

On behalf of
Shineco, Inc. (the “Registrant”) and in response to the comments set forth in your letter dated August 30, 2016,
we are writing to supply additional information and to indicate the changes that have been made in the enclosed
Post-effective Amendment No. 4  to Form S-1 to the captioned Registration Statement (the “Amendment”).
Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless otherwise defined herein. We
have also enclosed five redlined copies of the Amendment compared against the initial captioned Registration Statement for
your review. Because we are not filing the Part I in this amendment, the redline shows only changes to the cover and Part II
of the Amendment.

General

 1. Please revise throughout the prospectus to avoid defining the term “promptly.” To this end please delete the
phrase “within one business day” throughout.

As discussed with Commission Staff, the Registrant commits to
implement this change in the final prospectus.

Susan Block, Attorney Advisor

September 14, 2016

Page 2

 2. We note your response to our prior comments 1 and 10. If you will be selling the shares underlying the underwriter warrants
pursuant to Rule 415(a)(1)(iii) please provide the undertakings required by Item 512(a) of Regulation S-K and check the box indicating
this reliance on the registration statement cover page. If you will not be offering or selling the warrants pursuant to Rule 415
please tell us why this is the case.

We have revised the Amendment to check the box indicating
reliance on Rule 415(a)(1)(iii) and have provided the undertakings required by Item 512(a) of Regulation S-K.

Thank you in advance for your assistance
in reviewing this response and the Post-effective Amendment No. 4 to Form S-1.

Should you have any questions with respect
to the above responses, please contact me.

    Sincerely,

    /s/ Yuying Zhang

    Yuying Zhang

August 30 , 201 6

Yuying Zhang
Chief Executive Officer
Shineco, Inc.
2nd Floor, Wanyuan Business Center
10 N Hongda Road
Daxing District, Beijing 100176
People’s Republic of China

Re: Shineco, Inc.
  Post-effective Amendment to Form  S-1
Filed  August 19 , 201 6
  File No.  333-202803

Dear Mr. Zhang :

We have reviewed your post -effective amendment 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 no t 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.

General

1. Please revise throughout the prospectus to avoid defining the term “promptly.”  To this
end please delete the phrase “ within one business day ” throughout.

2. We note your response to our prior comments 1 and 10.  If you will be selling the shares
underlying the und erwriter warrants pursuant to Rule 415(a)(1)(iii) please provide the
undertakings required by Item 512(a) of Regulation S -K and check the box indicating this
reliance on the registration statement cover page.  If you will not be offering or selling
the war rants pursuant to Rule 415 please tell us why this is the case.

Yuying Zhang
Shineco, Inc.
August 30 , 201 6
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our c omments, before we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does  not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact John Dana Brown at (202) 551 -3859 or me at (202) 551 -3611  with any
questions.

Sincerely,

 /s/ A.N. Parker

        Anne Nguyen Parker
Assistant Director
Office of Transportation and Leisure

cc:  Anthony W. Basch
Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

2nd Floor, Wanyuan Business Center ◊    10 N Hongda Road  ◊   Daxing District ◊

Beijing 100176  ◊   People's Republic of China  ◊   (+86) 108722-7366

August 18, 2016

Ms. Susan Block, Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

Re:	        Shineco, Inc.

Comment Letter Dated July 27, 2016 regarding

Post-effective Amendment to Form S-1

File No. 333-202803

Dear Ms. Block:

On behalf of Shineco,
Inc. (the “Registrant”) and in response to the comments set forth in your letter dated July 27, 2016, we are writing
to supply additional information and to indicate the changes that have been made in the enclosed Post-effective Amendment No. 2
to Form S-1 to the captioned Registration Statement (the “Amendment”). Capitalized terms used herein shall have the
meanings ascribed to them in the Amendment unless otherwise defined herein. We have also enclosed five redlined copies of the Amendment
compared against the initial captioned Registration Statement for your review.

General

 1. You indicate on the cover page of the registration statement that the approximate date of commencement of proposed sale
to the public is “from time to time after the effective date of this Registration Statement.” Please note that you
are not qualified to engage in a delayed offering pursuant to Rule 415 with respect to the offering to the public. Please advise
or revise accordingly.

We have revised to remove the referenced checkmark
and to revise the approximate date of sale. The new disclosure may be found on prospectus outside front cover page and reads as
follows:

As soon as practicable after this Registration Statement
becomes effective.

Susan Block, Attorney Advisor

August 18, 2016

Page 2

2.  The Amendment to Escrow Deposit Agreement states that “the Company and Placement Agent will provide all Subscribers
to the Offering with the Supplement along with the PPM and require those Subscribers who have invested in the Offering without
first receiving the Supplement to reconfirm his, her or its participation in the Offering or withdraw from the Offering.”
As this language implies subscribers may have already invested in the offering, please tell us the amount of any funds you have
received from investors in this offering to date.

We have revised the escrow deposit agreement and have
refiled it as Exhibit 10.69. Further, in answer to this question, we advise that no funds are in escrow and all previously received
funds have been refunded to investors.

3.  The language referenced in the immediately preceding comment also indicates that you are asking for reconfirmations from
any investors who have previously invested in your offering based on the prior offering documents. Please explain how a reconfirmation
procedure is appropriate in light of the material changes in this offering, including the reduced price, reduced minimum and maximum,
the extended termination date as well as the presence of previous and written notice thereof, and the changes to the use of proceeds.
In addition, if any funds have been received based on the prior offering documents, please tell us whether any such funds have
been promptly returned to investors after July 1, 2016, and how your reconfirmation procedure conforms with requirements of Rules
10b-9 and 15c2-4.

As noted above, all funds have been returned to investors,
and no funds are currently in escrow.

4.  We note from the cover page and page 7 that the NASDAQ Capital Market approved the application to list your common stock
on April 28, 2016. Please tell us if there is a time limit with respect to this approval, and whether it will remain in force until
you issue shares of common stock and listing begins.

We have not been advised of any time limit with respect
to NASDAQ’s approval or whether such approval will remain in force until the issuance of shares and commencement of listing.

5.  Please tell us when you plan to price the offering and when you intend to disclose the offering price. The Amendment to
Escrow Deposit Agreement suggests that you have already set the offering price at $4.50 per share, stating that “Each Share
is being sold at a price of $4.50 per Share.” In addition, please tell us how you have complied with or intend to comply
with Rule 430A with respect to filing the information omitted pursuant to that rule.

We have revised to reflect that the offering
price is $4.50 per share. The amendment reflects this pricing and includes all information needed to comply with Rule
430A.

Susan Block, Attorney Advisor

August 18, 2016

Page 3

6.  Please revise to disclose the status of the offering including the amount of funds you have received to date.

As noted above, all funds received to date have been
refunded to investors. Our intention is to cooperate with the SEC, as quickly as possible, to complete the review of the Amendment
so that we may proceed to solicit investor funds and close the offering. As this is a best efforts offering, such closing will
depend upon the time required to have investors make a determination to invest and wire funds to escrow for such purpose.

7.  We note your statement on page 6 regarding the “assumed initial public offering price of $4.50 per share of common
stock, the midpoint of the range set forth on the cover page of this prospectus.” However, $4.50 is not the midpoint of the
range of $4.00 and $6.00 stated on the cover page. Please revise accordingly.

As noted above, we have revised to reflect that the
offering price will be $4.50 per share.

Executive Compensation, page 83

8.  Please revise to include Executive Compensation disclosure for the year ended June 30, 2016. Please tell us whether you
are required to disclose the compensation of your CFO Mr. Wang, or any other executive officers.

We have revised to include executive compensation
disclosure for the year ended June 30, 2016. Because the compensation for the company's CFO and the other two most highly compensated
individuals besides the principal executive officer are each less than $100,000, we are not required to disclose this information.

Where You Can Find More Information, page 104

9.  Please revise the statement that you “hereby incorporate by reference in this prospectus all documents [you] file
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before termination of this offering” as it appears you
are not eligible to incorporate by reference. In order to be eligible to incorporate by reference, General Instruction VII.C to
Form S-1 requires that the registrant “has filed an annual report required under Section 13(a) or Section 15(d) of the Exchange
Act for its most recently completed fiscal year,” and you have not yet filed an annual report.

We have revised to delete this statement.

Susan Block, Attorney Advisor

August 18, 2016

Page 4

Undertakings, page II-7

10.  Please revise to provide the undertakings required by Item 512(a) of Regulation S-K.

As we have removed the checkmark saying that securities
are being registered pursuant to Rule 415, the representation required by Item 512(a) of Regulation S-K is no longer appropriate.
Accordingly, we have not included this representation in the amendment.

Thank you in advance for your assistance
in reviewing this response and the Post-effective Amendment No. 2 to Form S-1.

Should you have any questions with respect
to the above responses, please contact me.

Sincerely,

/s/ Yuying Zhang

Yuying Zhang

July 27 , 201 6

Yuying Zhang
Chief Executive Officer
Shineco, Inc.
2nd Floor, Wanyuan Business Center
10 N Hongda Road
Daxing District, Beijing 100176
People’s Republic of China

Re: Shineco, Inc.
  Post-effective Amendment to Form  S-1
Filed  July 1 , 201 6
  File No.  333-202803

Dear Mr. Zhang :

We have reviewed your post -effective amendment 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 bel ieve 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.

General

1. You indicate on the cover page of the registration statement that the approximate date of
commencement of proposed sale to the public is “from time to time after the effective
date of this Registration Statement .”  Please note that you are not qualified to engage in a
delayed offering pursuant to Rule 415  with respect to the offering to the public .  Please
advise or revise accordingly.

Yuying Zhang
Shineco , Inc.
July 27 , 201 6
Page 2

 2. The Amendment to Escrow Deposit Agreement states that “the Company and Placement
Agent will provide all Subscribers to the Offering w ith the Supplement along with the
PPM and require those Subscribers who have invested in the Offering without first
receiving the Supplement to reconfirm his, her or its participation in the Offering or
withdraw from the Offering.”  As this language implie s subscribers may have already
invested in the offering, p lease tell us the amount of any funds you have received from
investors in this offering  to date .

3. The language referenced in the immediately preceding comment also indicates that you
are asking fo r reconfirmations from any investors who have previously invested in your
offering based on the prior offering documents.  Please explain how a reconfirmation
procedure is appropriate in light of the material changes in this offering, including the
reduced  price, reduced minimum and maximum, the extended termination date as well as
the presence of previous and written notice thereof, and the changes to the use of
proceeds.  In addition , if any funds have been received based on the prior offering
documents, please tell us whether any such funds have been promptly returned to
investors after July 1, 2016, and how your reconfirmation procedure conforms with
requirements of Rules 10b -9 and 15c2 -4.

4. We note from the cover page and page 7 that the NASDAQ Capital M arket approved the
application to list your common stock on April 28, 2016.  Please tell us if there is a time
limit with respect to this approval , and whether it  will remain in force until you issue
shares of common stock and listing begins.

5. Please tell us when you plan to price the offering and when you intend to disclose the
offering price.  The Amendment to Escrow Deposit Agreement suggest s that you have
already set the offering price at $4.50 per share , stating that “Each Share is being sold at a
price of $4.50 per Share.”   In addition, p lease tell us how you have complied with or
intend to comply with Rule 430A with respect to filing the information omitted pursuant
to that rule.

6. Please revise to disclose the status of the offering incl uding the amount of funds you have
received to date .

7. We note your statement on page 6 regarding the “assumed initial public offering price of
$4.50 per share of common stock, the midpoint of the range set forth on the cover page of
this prospectus.”  Howe ver, $4.50 is not the midpoint of the range of $4.00 and $6.00
stated on the cover page.  Please revise accordingly.

Executive Compensation, page 83

8. Please revise to include Executive Compensation disclosure for the year ended June 30,
2016.   Please tell us whether you are required to disclose the compensation of your CFO
Mr. Wang, or any other executive officers.

Yuying Zhang
Shineco , Inc.
July 27 , 201 6
Page 3

Where You Can Find More Information , page 104

9. Please revise the statement that you  “hereby incorporate by reference in this pr ospectus
all documents [you]  file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act before termination of this offering ” as it appears you are not eligible to incorporate
by reference.  In order to be eligible to incorporate by reference, General Instruction
VII.C to Form S -1 requires that the registrant “has filed an annual report required under
Section 13(a) or Section 15(d) of the Exchange Act for its most recently completed fiscal
year,” and you have not yet filed an annual report.

Undertakings, page II -7

10. Please revise to provide the undertakings required by Item 512(a) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

Notwithstanding our comments, before we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Yuying Zhang
Shineco , Inc.
July 27 , 201 6
Page 4

 Please contact John Dana Brown  at (202) 551 -3859 or me a t (202) 551 -3611  with any
questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Assistant Director
 Office of Transportation and Leisure

cc:  Anthony W. Basch
Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

        N E T W O
        R K 1
        F I N A N C I A L

        S E C U R I T I E S , I N C .

May 13, 2016

By EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Shineco, Inc.

Registration Statement on Form
S-1

File No.: 333-202803

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, the undersigned, as the underwriters of the proposed issuer, hereby joins the request of Shineco, Inc. that the effective
date of the above-referenced Registration Statement on Form S-1 be declared effective at 4:00 p.m. (Eastern Standard Time) on May
13, 2016, or as soon as practicable thereafter.

    Sincerely,

    Bonwick Capital Partners LLC

    By:
    /s/ Devin Wicker

    Name:
    Devin Wicker

    Title:
    Chief Executive Officer

    Network 1 Financial Securities, Inc.

    By:
    /s/ Damon D. Testaverde

    Name:
    Damon D. Testaverde

    Title:
    Managing Director

    Date:
    May 13, 2016

Members FINRA & SIPC

        Bonwick Capital Partners LLC

        40 West 57th Street, 28th Floor, New York, NY 10019

        (646) 780-0380

        Network 1 Financial Securities, Inc.

        The Galleria, 2 Bridge Avenue, Building
        2, Red Bank, NJ 07701

        (732) 758-9001

CORRESP
1
filename1.htm

May 10, 2016

By EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Shineco, Inc.

May 6, 2016 Acceleration Request
for Registration Statement on Form S-1

File No.: 333-202803

Ladies and Gentlemen:

The undersigned, as the underwriters of
the proposed issuer, joined the request of Shineco, Inc. on May 6, 2016 that the effective date of the above-referenced Registration
Statement on Form S-1 be accelerated so that it would be declared effective at 4:00 p.m. (Eastern Standard Time) on May 10, 2016,
or as soon as practicable thereafter. The undersigned hereby withdraws this request.

    Sincerely,

    Bonwick Capital Partners LLC

    By:
    /s/ Devin Wicker

    Name:
    Devin Wicker

    Title:
    Chief Executive Officer

    Network 1 Financial Securities, Inc.

    By:
    /s/ Damon D. Testaverde

    Name:
    Damon D. Testaverde

    Title:
    Managing Director

    Date:
    May 10, 2016

Members FINRA & SIPC

        Bonwick Capital Partners LLC

        40 West 57th Street, 28th Floor, New York, NY 10019

        (646) 780-0380

        Network 1 Financial Securities, Inc.

        The Galleria, 2 Bridge Avenue, Building
        2, Red Bank, NJ 07701

        (732) 758-9001

2nd
Floor, Wanyuan Business Center s
10 Hongda N Road s
Daxing District s

Beijing
100176 s People’s
Republic of China s
(+86) 10-87227366

May 10, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Shineco, Inc.

May
6, 2016 Acceleration Request for Registration Statement on Form S-1

File
No.: 333-202803

Ladies and Gentlemen:

On May 6, 2016, the undersigned requested
that the effective date for the Registration Statement referred to above be accelerated so that it would be declared effective
at 4:00 PM on May 10, 2016, or as soon thereafter as is practicable. The undersigned hereby withdraws this request.

    Sincerely,

    /s/ Yuying Zhang

    Yuying Zhang

    Chief Executive Officer

CORRESP
1
filename1.htm

        N E T W O
        R K 1
        F I N A N C I A L

S
E C U R I T I E S , I N C .

May 6, 2016

By EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Shineco, Inc.

Registration Statement on Form
S-1

File No.: 333-202803

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, the undersigned, as the underwriters of the proposed issuer, hereby joins the request of Shineco, Inc. that the effective
date of the above-referenced Registration Statement on Form S-1 be declared effective at 4:00 p.m. (Eastern Standard Time) on May
10, 2016, or as soon as practicable thereafter.

    Sincerely,

    Bonwick Capital Partners LLC

    By:
    /s/ Devin Wicker

    Name:
    Devin Wicker

    Title:
    Chief Executive Officer

    Network 1 Financial Securities, Inc.

    By:
    /s/ Damon D. Testaverde

    Name:
    Damon D. Testaverde

    Title:
    Managing Director

    Date:
    May 6, 2016

Members FINRA & SIPC

        Bonwick Capital Partners LLC

        40 West 57th Street, 28th Floor, New York, NY 10019

        (646) 780-0380

        Network 1 Financial Securities, Inc.

        The Galleria, 2 Bridge Avenue, Building
        2, Red Bank, NJ 07701

        (732) 758-9001

CORRESP
1
filename1.htm

Room
3106, Building B s
#39 East 3rd Ring Middle Road s
Chaoyang District s

Beijing
100022 s
People’s Republic of China s
(+86) 105869-3011

April 8, 2016

Ms. Susan Block, Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Shineco, Inc.

Comment Letter Dated April 8, 2016 regarding

Registration Statement on Form S-1

File No. 333-202803

Dear Ms. Block:

On behalf of Shineco, Inc. (the “Registrant”) and
in response to the comments set forth in your letter dated April 8, 2016, we are writing to supply additional information and to
indicate the changes that have been made in the enclosed Amendment No. 8 to the captioned Registration Statement (the “Amendment”).
Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless otherwise defined herein.

Exhibit 5.1

    1.
    Please refer to the third paragraph. Please delete the last sentence that says, “[w]e advise you that we are not licensed to practice in the State of Delaware.” It is not appropriate to “carve out” the law of the relevant jurisdiction or indicate that counsel is not qualified to opine on that law. Please refer to Section II.B.3.c. of Staff Legal Bulletin, No. 19, available on our website at www.sec.gov.

We have filed an edited Exhibit 5.1 opinion deleting
the last sentence in the third paragraph per your request.

Ms. Susan Block, Assistant Director

April 8, 2016

Page 2

    2.
    Please refer to page 2 of the opinion. As to the warrants, please revise to opine that the warrant is a binding obligation of the registrant under the law of the jurisdiction governing the warrant. Refer to Section II.B.1.f. of Staff Legal Bulletin No. 19.

We have filed an edited Exhibit 5.1 opinion which
opines that the warrants are binding obligations under New York law.

    3.
    Please revise to remove the limitation on reliance in the last paragraph of the opinion. Purchasers of the securities in the offering are entitled to rely on the opinion. Refer to Section II.B.3.d. of Staff Legal Bulletin No. 19.

We have filed an edited Exhibit 5.1 opinion which
removes the limitation on reliance in the last paragraph of the opinion per your request.

Thank you in advance for your assistance in reviewing this response
and the Amendment to the Registration Statement on Form S-1. Should you have any questions with respect to the above responses,
please contact me.

    Sincerely,

    /s/ Yuying Zhang

    Yuying Zhang

    Chief Executive Officer

Mailstop 3561
April 8 , 201 6

Yuying Zhang
Chief Executive Officer
Shineco, Inc.
Room 3106, Building B
#39 East 3rd Ring Middle Road
Chaoyang District
Beijing 100022
People’s Republic of China

Re: Shineco, Inc.
Amendment No. 7 to
Registration Statement on Form S -1
Filed March 31, 201 6
File No. 333 -202803

Dear Mr. Zhang:

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 inform ation 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.

Exhibit 5.1

1. Please refer to the third paragraph.  Please delete the last sentence that says, “[w]e
advise you that we are not licensed to practice in the State of Delaware.”  It is not
appropriate to “carve out” the law of the relevant jurisdiction or indicate that
counsel is not qualified to opine on that law.  Please refer to Section II.B.3.c. of
Staff Legal Bulletin, No. 19, available on our website at  www.sec.gov .

Yuying Zhang
Shineco, Inc.
April 8 , 2016
Page 2

2. Please refer to page 2 of the opinion.  As to the warrants, please revise to opine
that the warrant is a binding obligation of the registrant under the law of the
jurisdiction governing the warrant.  Refer to Secti on II.B.1.f. of Staff Legal
Bulletin No. 19 .

3. Please revise to remove the limitation on reliance in the last paragraph of the
opinion.   Purchasers of the securities in the offering are ent itled to rely on t he
opinion.   Refer to Section II.B.3.d. of Staff L egal Bulletin No. 19.

You may contact Aamira Chaudhry at (202) 551 - 3389 or Lynwood Shenk at
(202) 551 - 3380 if you have questions regarding comments on the financial statements
and related matters.  Please contact John Dana Brown at (202) 551 -3859 or me at (202)
551-3210 with any other questions.

       Sincerely,

       /s/ Susan Block

Susan Block
Attorney Advisor
Office of Transportation and Leisure

cc: Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

Room
3106, Building B s
#39 East 3rd Ring Middle Road s
Chaoyang District s

Beijing
100022 s People’s
Republic of China s
(+86) 105869-3011

March 31, 2016

Ms. Susan Block, Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Shineco, Inc.

Comment Letter Dated March 29, 2016 regarding

Registration Statement on Form S-1

File No. 333-202803

Dear Ms. Block:

On behalf of Shineco, Inc. (the “Registrant”) and
in response to the comments set forth in your letter dated March 29, 2016, we are writing to supply additional information and
to indicate the changes that have been made in the enclosed Amendment No. 7 to the captioned Registration Statement (the “Amendment”).
Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless otherwise defined herein.

Exhibit 10.69

    1.
    Please revise to file an executed copy of the agreement containing signatures or conformed signatures or advise.

We have filed an executed copy of Exhibit 10.69, the
Escrow Deposit Agreement, containing conformed signatures.

Thank you in advance for your assistance
in reviewing this response and the Amendment to the Registration Statement on Form S-1.

Ms. Susan Block, Assistant Director

March 31, 2016

Page 2

Should you have any questions with respect to the above responses,
please contact me.

    Sincerely,

    /s/ Yuying Zhang

    Yuying Zhang

     Chief Executive Officer

Mailstop 3561           March 29 , 201 6

Yuying Zhang
Chief Executive Officer
Shineco, Inc.
Room 3106, Building B
#39 East 3rd Ring Middle Road
Chaoyang District
Beijing 100022
People’s Republic of China

Re: Shineco, Inc.
Amendment No. 6 to
Registration Statement on Form S -1
Filed March 21 , 201 6
File No. 333 -202803

Dear Mr. Zhang:

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 yo ur response.

After reviewing any amendment to your registration statement and the
information you provide in response to these  comments, we may have  additional
comments.   Unless we note otherwise, our references to prior comments are to comments
in our February 23, 2016 letter .

Exhibit 10.69

1. Please  revise to file an executed copy of the agreement  containing signatures or
conformed signatures  or advise.

You may contact Aamira  Chaudhry at (202) 551 - 3389 or Lynwood Shenk at
(202) 551 - 3380 if you have questions regarding comments on the financial statements

Yuying Zhang
Shineco, Inc.
March 29, 2016
Page 2

 and related matters.  Please contact John Dana Brown at (202) 551 -3859 or me at (202)
551-3210 with any other questions.

       Sincerely,

       /s/ John Dana Brown

for

Susan Block
Attorney Advisor
Office of Transportation and Leisure

cc: Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

Room
3106, Building B s
#39 East 3rd Ring Middle Road s
Chaoyang District s

Beijing
100022 s People’s
Republic of China s
(+86) 105869-3011

March 21, 2016

Ms. Susan Block, Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Shineco, Inc.

Comment Letter Dated February 23, 2016
regarding

Registration Statement on Form S-1

File No. 333-202803

Dear Ms. Block:

On behalf of Shineco, Inc. (the “Registrant”) and
in response to the comments set forth in your letter dated February 23, 2016, we are writing to supply additional information and
to indicate the changes that have been made in the enclosed Amendment No. 6 to the captioned Registration Statement (the “Amendment”).
Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless otherwise defined herein. We have
also enclosed five redlined copies of the Amendment compared against the Registration Statement filed on January 27, 2016 for your
review.

Receivables from Related Parties, page 81

    1.
    Please refer to the first paragraph in this section. We note the disclosure regarding a loan to your Chief Executive Officer and director. Please tell us how you intend to comply with Section 13(k) of the Exchange Act regarding the prohibition on personal loans to executives and directors.

We have revised the Registration Statement to disclose
that we have a policy under which we are prohibited from making or renewing any personal loan to our executive officers or directors
in accordance with Section 13(k) of the Exchange Act. The disclosure appears on page 81 and reads as follows:

Ms. Susan Block, Assistant Director

March 21, 2016

Page 2

We have a policy under which we are prohibited
from making or renewing any personal loan to our executive officers or directors in accordance with Section 13(k) of the Exchange
Act. The related party transactions with Yuying Zhang, our Chief Executive Officer and director, described in this section occurred
prior to adoption of this policy, and as such, these transactions were not subject to such prohibition. As of date of this prospectus,
all outstanding amounts due from any loans to executive officers or directors have been collected in full.

Thank you in advance for your assistance
in reviewing this response and the Amendment to the Registration Statement on Form S-1.

Should you have any questions with respect to the above responses,
please contact me.

    Sincerely,

    /s/ Yuying Zhang

    Yuying Zhang

    Chief Executive Officer

Mailstop 3561           February 23 , 201 6

Yuying Zhang
Chief Executive Officer
Shineco, Inc.
Room 3106, Building B
#39 East 3rd Ring Middle Road
Chaoyang District
Beijing 100022
People’s Republic of China

Re: Shineco, Inc.
Amendment No. 5 to
Registration Statement on Form S -1
Filed January 27 , 201 6
File No. 333 -202803

Dear Mr. Zhang :

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 circumstanc es 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.

Yuying Zhang
Shineco, Inc.
February 23, 2016
Page 2

 Related Party Transactions, page 81

Receivables from Related Parties, page 81

1. Please refer to the first paragraph in this section.  We note the disclosure
regarding a loan to your Chief Executive Officer and director.  Please tell us how
you intend to comply with Section 13(k) of the Exchange Act regarding the
prohibition on personal loans to executives and directors.

You may contact Aamira Chaudhry at (202) 551 - 3389 or Lynwood Shenk at
(202) 551 - 3380 if you have questions regarding comments on the financial statements
and related matters.  Please contact John Dana Brown at (202) 551 -3859 or me at (202)
551-3210 with any other questions.

       Sincerely,

       /s/ Susan Block

Susan Block
Attorney Advisor
Office of Transportation and Leisure

cc: Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

Room
3106, Building B s
#39 East 3rd Ring Middle Road s
Chaoyang District s

Beijing
100022 s People’s
Republic of China s
(+86) 105869-3011

August 27, 2015

Ms. Susan Block, Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Shineco, Inc.

Comment Letter Dated August 26, 2015
regarding

Registration Statement on Form S-1

File No. 333-202803

Dear Ms. Block:

On behalf of Shineco, Inc. (the “Registrant”) and
in response to the comments set forth in your letter dated August 26, 2015, we are writing to supply additional information and
to indicate the changes that have been made in the enclosed Amendment No. 4 to the captioned Registration Statement (the “Amendment”).
Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless otherwise defined herein. We have
also enclosed five redlined copies of the Amendment compared against the Registration Statement filed on August 18, 2014 for your
review.

Placement, page 102

    1.
    We note your revised disclosure in response to our prior comment 1 that Halcyon Cabot Partners “may be deemed” to be an underwriter. Please revise your disclosure to state that Halcyon Cabot Partners is an underwriter within the meaning of Section 2(a)(11) of the Securities Act.

We have revised the Registration Statement to disclose
that the placement agent, Halcyon Cabot Partners, is an underwriter within the meaning of Section 2(a)(11) of the Securities Act.
The disclosure appears on page 102 and reads as follows:

Ms. Susan Block, Assistant
Director

August 27, 2015

Page 2

The placement agent is an underwriter
within the meaning of Section 2(a)(11) of the Securities Act and any commissions received by it and any profit realized on the
sale of the securities by it while acting as principal are underwriting discounts or commissions under the Securities Act. As an
underwriter, the placement agent is required to comply with the requirements of the Securities Act of 1933, as amended, or the
Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Thank you in advance for your assistance
in reviewing this response and the Fourth Amendment to the Registration Statement on Form S-1.

Should you have any questions with respect to the above responses,
please contact me.

    Sincerely,

    /s/ Yuying Zhang

    Yuying Zhang

    Chief Executive Officer

Mailstop 3561
August 26 , 201 5

Yuying Zhang
Chief Executive Officer
Shineco, Inc.
Room 3106, Building B
#39 East 3rd Ring Middle Road
Chaoyang District
Beijing 100022
People’s Republic of China

Re: Shineco, Inc.
Amendment No. 3 to
Registration Statement on Form S -1
Filed August 18, 201 5
File No. 333 -202803

Dear Mr. Zhang :

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 circumstanc es 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.   Unless w e note otherwise, our references to prior comments are to comments
in our August 14 , 2015 letter .

Placement, page 102

1. We note your revised disclosure in response to our prior comment 1  that Halcyon
Cabot Partners “may be deemed” to be an underwriter .  Please revise  your disclosure
to state that Halcyon Cabot Partners is an underwriter within the meaning of Section
2(a)(11) of the Securities Act.

Yuying Zhang
Shineco, Inc.
August 26, 2015
Page 2

You may contact Aamira Chaudhry at (202) 551 - 3389 or Lynwood Shenk at
(202) 551 - 3380 if you have question s regarding comments on the financial statements
and related matters.  Please contact John Dana Brown at (202) 551 -3859 or me at (202)
551-3210 with any other questions.

       Sincerely,

       /s/ Susan Block

Susan Block
Attorney Advisor
Office of Transportation and  Leisure

cc: Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

Room
3106, Building B s
#39 East 3rd Ring Middle Road s
Chaoyang District s

Beijing
100022 s People’s
Republic of China s
(+86) 105869-3011

August 18, 2015

Ms. Susan Block, Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Shineco, Inc.

Comment Letter Dated August 14, 2015
regarding

Registration Statement on Form S-1

File No. 333-202803

Dear Ms. Block:

On behalf of Shineco, Inc. (the “Registrant”) and
in response to the comments set forth in your letter dated August 14, 2015, we are writing to supply additional information and
to indicate the changes that have been made in the enclosed Amendment No. 3 to the captioned Registration Statement (the “Amendment”).
Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless otherwise defined herein. We have
also enclosed five redlined copies of the Amendment compared against the Registration Statement filed on August 7, 2014 for your
review.

Placement, page 102

    1.
    Please disclose that the placement agent Halcyon Cabot Partners is an underwriter within the meaning of Section 2(a)(11) of the Securities Act.

We have revised the Registration Statement to disclose
that the placement agent, Halcyon Cabot Partners, may be deemed an underwriter within the meaning of Section 2(a)(11) of the Securities
Act. The disclosure appears on page 102 and reads as follows:

The placement agent may be deemed to be
an underwriter within the meaning of Section 2(a)(11) of the Securities Act and any commissions received by it and any profit realized
on the sale of the securities by them while acting as principal might be deemed to be underwriting discounts or commissions under
the Securities Act. The placement agent would be required to comply with the requirements of the Securities Act of 1933, as amended,
or the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Ms. Susan Block, Assistant Director

August 18, 2015

Page 2

Thank you in advance for your assistance
in reviewing this response and the Third Amendment to the Registration Statement on Form S-1.

Should you have any questions with respect to the above responses,
please contact me.

    Sincerely,

    /s/ Yuying Zhang

    Yuying Zhang

    Chief Executive Officer

Mailstop 3561

 August 14 , 201 5

Yuying Zhang
Chief Executive Officer
Shineco, Inc.
Room 3106, Building B
#39 East 3rd Ring Middle Road
Chaoyang District
Beijing 100022
People’s Republic of China

Re: Shineco, Inc.
Amendment No. 2 to
Registration Statement on Form S -1
Filed August 7 , 201 5
File No. 333 -202803

Dear Mr. Zhang :

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 d o 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.

Placement, pa ge 102

1. Please disclose  that the placement agent Halcyon Cabot Partners is an underwriter
within the meaning of Section 2(a)(11) of the Securities Act.

Yuying Zhang
Shineco, Inc.
August 14, 2015
Page 2

 You may contact  Aamira Chaudhry at (202) 551 -3389  or Lynwood Shenk at
(202) 551 -3380 if you have questions regarding comments on the financial statements
and related matters.  Please contact John Dana Brown at (202) 551 -3859 or me at (202)
551-3210 with any other questions.

       Sincerely,

       /s/ Susan Block

Susan Block
Attorney Advisor
Office of Transportation and Leisure

cc: Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

Room
3106, Building B s
#39 East 3rd Ring Middle Road s
Chaoyang District s

Beijing
100022 s People’s
Republic of China s
(+86) 105869-3011

August 7, 2015

Ms. Susan Block, Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Shineco, Inc.

Comment Letter Dated July 28, 2015 regarding

Registration Statement on Form S-1

File No. 333-202803

Dear Ms. Block:

On behalf of Shineco, Inc. (the “Registrant”) and
in response to the comments set forth in your letter dated July 28, 2015, we are writing to supply additional information and to
indicate the changes that have been made in the enclosed Amendment No. 2 to the captioned Registration Statement (the “Amendment”).
Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless otherwise defined herein. We have
also enclosed five redlined copies of the Amendment compared against the initial captioned Registration Statement for your review.

Registration Fee Table

    1.
    We note your response to our prior comment 2 that you are registering the NMS warrants.  However, these warrants do not appear to be reflected in the fee table. The warrants in the fee table are listed as the Placement Agent Warrants, which appears to refer to the warrants being issued to your placement agent.  Please revise or advise.

We have revised the fee table to include the NMS warrants.

Ms. Susan Block, Assistant Director

August 7, 2015

Page 2

Prospectus cover page

    2.
    We note your response to our prior comment 3 and reissue the comment. Although you indicate that if the minimum amount is not sold, the offering will end on October 31, 2015, the language “subject to extension upon agreement with the placement agent” suggests that you and your placement agent have discretion to indefinitely hold the offering open.  Please note that Rule 10b-9(a)(2) requires a specified time period and date.  Any possible extension should also indicate a date or certain amount of days, for instance.

We have revised the Amendment to extend the offering
period to December 31, 2015, and we have removed the language regarding extension. The revised disclosure reads as follows:

This offering will remain open until the earlier
of: (i) a date mutually acceptable to us and our placement agent after which at least $8,000,000 of our common stock is sold (the
minimum offering); (ii) such time as $10,000,000 of our common stock is sold (the maximum offering) or (iii) December 31, 2015.
The placement agent expects to deliver the shares against payment in New York, New York, on or about , 2015.

Risk Factors, page 9

    3.
    To the extent material to understanding your business and your dependence on a particular customer, please provide appropriate risk factor disclosure about any customer concentration risk.  Additionally please provide us with your analysis as to whether your agreements with these customers should be filed as exhibits.  In this regard we note the disclosure under “Concentration and Risks” on pages F-23 and F-21.

We acknowledge the comment and have revised the Amendment
to provide the requested disclosure of key customers. We have previously included as Exhibit 10.62 an agreement with a customer
that we have deemed material. We have included an additional material contract as exhibit 10.67 to the Amendment.

The new disclosure may be found on page 9 and reads
as follows:

The loss of any of our key customers could
reduce our revenues and our profitability.

For the year ended June 30,
2014, sales to our six largest customers amounted in the aggregate to approximately 56% of our total revenue. For the nine months
ended March 31, 2015, sales to our two largest customers amounted in the aggregate to approximately 53% of our total revenue. For
the year ended June 30, 2013, sales to our eight largest customers amounted in the aggregate to approximately 55% of our total
revenue. For the nine months ended March 31, 2014, sales to our four largest customers amounted in the aggregate to approximately
55% of our total revenue.

Ms. Susan Block, Assistant Director

August 7, 2015

Page 3

There can be no assurance that
we will maintain or improve the relationships with these customers, or that we will be able to continue to supply these customers
at current levels or at all. Any failure to pay by these customers could have a material negative effect on our company’s
business. In addition, having a relatively small number of customers may cause our quarterly results to be inconsistent, depending
upon when these customers pay for outstanding invoices.

Furthermore, customers in our
yew plant segment tend to have long purchase cycles that average over two to three years. Thus, our major customers in our yew
plant segment for any given year do not tend to purchase products from us in the immediately following years. We must maintain
good business relationships with these customers in the years in which they are not purchasers of our yew plant products. Additionally,
we must procure orders from different customers each year in order to grow our sales. There is no assurance that we will be able
to accomplish this successfully.

Finally, consolidation among
our customers in recent years has resulted in additional customer concentration in the short term. If more of our existing customers
acquire one another or enter into joint venture relationships, we could experience additional concentration of our customers.

Ms. Susan Block, Assistant Director

August 7, 2015

Page 4

During the nine and twelve months
ended March 31, 2015 and 2014 and June 30, 2014 and 2013, respectively, we had eight, eight, ten and eight customers, respectively,
that each accounted for 5% or more of our revenues:

    Percentage of Revenues in

    Purchaser Name
    Nine months ended

 March 31, 2015

    Nine months ended

 March 31, 2014

    Year ended

 June 30, 2014

    Year ended

 June 30, 2013

    Qingdao City Association of Shipping Owners
      40 %
      - %
      5 %
      - %

    Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd.
      13 %
      9 %
      10 %
      8 %

    Qingdao City Public Service Company Sifang Branch
      - %
      23 %
      13 %
      6 %

    Beijing Youpin Tea Culture Co., Ltd.
      - %
      11 %
      6 %
      - %

    Xi’an Qianhe Pharmaceutical Co., Ltd.
      10 %
      11 %
      11 %
      8 %

    Yantai Shougang Dongxinghongda Trading Co., Ltd.
      9 %
      10 %
      7 %
      8 %

    Shaanxi Heyuan Commercial Co.,Ltd Medical Sub-branch

      - %
      7 %
      8 %
      - %

    Bejing Hongyitang Traditional Chinese Medicine Co., Ltd.
      - %
      - %
      7 %
      - %

    Nanyang Hanyi Steel Co., Ltd.
      - %
      - %
      - %
      8 %

    Qingdao Anjiyuan Industrial and Trade Development Co., Ltd.
      - %
      - %
      5 %
      8 %

    Henan Wanxi Pharmaceutical Co., Ltd.
      - %
      - %
      - %
      6 %

    Ankang Beiyida Pharmaceutical Share Co., Ltd.
      5 %
      5 %
      7 %
      5 %

    Ankang Yumin Pharmaceutical Co., Ltd.
      6 %
      - %
      - %
      - %

    Qingdao Shengshijiaming International Logistics Co. Ltd.
      6 %
      - %
      - %
      - %

    Ziyan County Ziye Pharmaceutical Company
      5 %
      - %
      - %
      - %

 * Less
than 5%

If we cannot maintain long-term
relationships with these major customers, the loss of our sales to any of them could have an adverse effect on our business, financial
condition and results of operations.

Ms. Susan Block, Assistant Director

August 7, 2015

Page 5

    4.
    Please identify any suppliers upon which you are dependent and provide appropriate risk factor disclosure or tell us why you believe the identity of the supplier is not material to an understanding of your business.  In addition to the extent any supplier agreements are material to you, please file such agreements as exhibits to your next amendment or please tell us why this is not required.  In this regard we note the disclosure under “Concentration and Risks” on pages F-23 and F-21.

We acknowledge the comment and have revised the Amendment
to provide the requested disclosure of key suppliers. We have previously included as exhibits 10.60, 10.61, 10.63, 10.64, 10.65
and 10.66 agreements with some of these vendors that we have deemed material. We have included an additional material contract
as exhibit 10.68 to the Amendment.

The new disclosure may be found on page 10 and reads
as follows:

We buy our supplies from a relatively limited
number of vendors.

During the nine months ended
March 31, 2015, our five largest vendors accounted for approximately 55% of our total purchases. During the nine months ended March
31, 2014, our two largest vendors accounted for approximately 60% of our total purchases. During the year ended June 30, 2014,
our three largest vendors accounted for approximately 54% of our total purchases. During the year ended June 30, 2013, our three
largest vendors accounted for approximately 56% of our total purchases. During each of the nine months ended March 31, 2015 and
2014 and years ended June 30, 2014 and 2013, respectively, we had nine, five, seven and five vendors that accounted for 5% or more
of our purchases:

    Percentage of Purchases in

    Vendor Name
    Nine months ended

 March 31, 2015

    Nine months ended

 March 31, 2014

    Year ended

 June 30, 2014

    Year ended

 June 30, 2013

    Qingdao Donglin Biological Engineering Co., Ltd.
      30 %
      49 %
      32 %
      - %

    Yinghuanhai Co., Ltd.
      9 %
      - %
      - %
      - %

    Bozhou City Biaoma Pharmaceutal Trading Co., Ltd.
      7 %
      6 %
      10 %
      - %

    Bozhou City Wanzhen Traditional Chinese Medicine Co., Ltd.
      7 %
      - %
      8 %
      - %

    Tianma (Anhui) Traditional Chinese Medicine
    DecoctionTechnology Company
      6 %
      7 %
      10 %
      - %

    Sichuan Provincial Traditional Chinese Medicine Co,. Ltd.
      6 %
      11 %
      12 %
      - %

    Mouping City Gaoling Supply and Marketing Cooperative
      - %
      - %
      - %
      29 %

    Guoqing Agricultural Resources Sales Co., Ltd.
      - %
      - %
      - %
      16 %

    Zhongcheng Hengrui Pharmaceutical Co., Ltd.
      6 %
      8 %
      7 %
      11 %

    Anhui Bozhou Guolong Pharmaceutical Co., Ltd.
      6 %
      - %
      6 %
      - %

    Bozhou Traditional Chinese Medicine Decoction Pieces Co., Ltd.
      5 %
      - %
      - %
      10 %

    Yantai Fuji Trading Co., Ltd.
      - %
      - %
      - %
      5 %

 * Less
than 5%

Because we purchase a material
amount of our raw materials from these suppliers, the loss of any such suppliers could result in increased expenses for our company
and result in adverse impact on our business, financial condition and results of operations.

Ms. Susan Block, Assistant Director

August 7, 2015

Page 6

Proposed legislation in the PRC could adversely affect
our corporate structure, page 12

    5.
    We note your response to our prior comment 1.  We note the disclosure on page 12 that “[t]he Discussion Draft is aimed to replace, upon its enactment, existing laws regulating foreign investments in China with a uniform law and, if adopted, could affect a wide range of foreign entities, including our Company, and investments generally in China” and similar disclosure on page 21.  Please briefly expand to explain what the changes to existing law may be, if the Discussion Draft is adopted in its current form, and how those changes may impact your VIE structure, so investors may assess the risk.

We acknowledge the comment and have revised the Amendment
to provide the requested disclosure regarding the current Discussion Draft and how it may impact our VIE structure. The new disclosure
may be found on page 12 and reads as follows:

Under the Discussion Draft as
it is currently written, variable interest entities, or “VIEs,” that are controlled through their contractual arrangements
could be deemed a foreign-invested enterprise if they are deemed to be ultimately “controlled” by foreign investors.
Therefore, for a company such as us with a VIE structure in an industry designated as a “restricted” or “prohibited”
investment, the VIE structure may be deemed legitimate if the ultimate controlling persons are PRC citizens or PRC entities. If
the ultimate controlling persons are not PRC citizens or PRC entities, then the VIEs may be treated as foreign-invested enterprises
and operation in the restricted or prohibited industries may require market entry clearance, national security review, and certain
information reporting obligations. At this time we believe that under the current version of the Discussion Draft, after completion
of the offering our VIE structure should be deemed legitimate, as the expected ultimate controlling persons will be PRC citizens
or PRC entities.

Executive Compensation, page 86

    6.
    Please revise to provide disclosure as of the most recently completed fiscal year

We acknowledge the comment and have revised the Amendment
as requested. The new disclosure may be found on page 86 and reads as follows:

Ms. Susan Block, Assistant Director

August 7, 2015

Page 7

The following table shows the
annual compensation paid by us for the years ended June 30, 2015, 2014 and 2013 to Yuying Zhang, our principal executive officer.
No executive officers of our company have annual compensation exceeding $100,000.

Summary Compensation Table – Named Executive Officer

    Name and principal position
    Year
    Salary(1)
    Bonus
    All Other Compensation (2)
    Total

    Yuying Zhang,
      2015
    $ 38,709.00
    $ -
    $ 14,567.00
    $ 53,276.00

    principal executive officer
      2014
    $ 39,012.00
    $ -
    $ 14,973.51
    $ 53,985.51

      2013
    $ 38,745.00
    $ -
    $ 13,076.54
    $ 51,821.54

    (1)
    Salaries were paid in RMB.

    (2)
    Mr. Zhang receives monthly payments for rent for his personal home and parking.

Thank you in advance for your assistance
in reviewing this response and the Second Amendment to the Registration Statement on Form S-1.

Should you have any questions with respect to the above responses,
please contact me.

     Sincerely,

    /s/ Yuying Zhang

    Yuying Zhang

     Chief Executive Officer

July 28, 201 5

Yuying Zhang
Chief Executive Officer
Shineco, Inc.
Room 3106, Building B
#39 East 3rd Ring Middle Road
Chaoyang District
Beijing 100022
People’s Republic of China

Re: Shineco, Inc.
Amendment No. 1 to
Registration Statement on Form S -1
Filed July 1 , 201 5
File No. 333 -202803

Dear Mr. Zhang :

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 amen dment 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.   Unless we note otherwise, our refere nces to prior comments are to comments
in our March 27, 2015 letter .

Registration Fee Table

1. We note your response to our prior comment 2 that you are registering the NMS
warrants.  However, these warrants do not appear to be reflected in the fee table .
The warrants in the fee table are listed  as the Placement Agent Warrants, which
appears to refer to the  warrants being issued to your placement agent.  Please
revise or advise.

Yuying Zhang
Shineco, Inc.
July 28, 2015
Page 2

Prospectus cover page

2. We note your response to our prior comment 3  and reissue the comment .
Although you indicate that  if the minimum amount is not sold , the offering will
end on October 31, 2015 , the language “ subject to extension upon agr eement with
the placement agent ” suggests that  you and your placement agent have discretion
to indefinitely hold the offering open .  Please note that Rule 10b -9(a)(2) requires a
specified time period and date.   Any possible extension should also indicate a date
or certain amount of days, for instance.

Risk Factors, page 9

3. To the exte nt material to understanding your business and your dependence on a
particular customer, please provide appropriate risk factor disclosure about any
customer concentration risk.  Additionally please provide us with your analysis as
to whether your agreemen ts with these customers should be filed as exhibits.  In
this regard we note the disclosure under “Concentration and Risks” on pages F -23
and F -21.

4. Please identify any suppliers upo n which you are dependent and provide
appropriate risk factor disclosure o r tell us why you believe the identity of the
supplier is not material to an understanding of your business.  In addition to the
extent any supplier agreements are material to you, please file  such agreements as
exhibits to your next amendment or please te ll us why this is not required.  In this
regard we note the disclosure under “Concentration and Risks” on pages F -23 and
F-21.

Proposed legislation in the PRC could adversely affect our corporate structure, page 12

5. We note your response to our prior comment 1.   We note the disclosure on page
12 that “[t] he Discussion Draft is aimed to replace, upon its enactment, existing
laws regulating foreign investments in China with a uniform law and, if adopted,
could affect a wide range of foreign entities, including our Company, and
investments generally in Ch ina” and similar disclosure on page 21.  Please briefly
expand to explain what the changes to existing law may be, if the Discussion
Draft is adopted in its current form, and how those changes may impac t your VIE
structure, so investors may assess the risk.

Executive Compensation, page 86

6. Please revise to provide disclosure as of the most recently completed fiscal year.

Yuying Zhang
Shineco, Inc.
July 28, 2015
Page 3

You may contact Aamira Chaudhry at (202) 551 - 3389 or Lynwood Shenk at
(202)  551- 3380 if you have questions regarding comments on the financial statements
and related matters.  Please contact John Dana Brown at (202) 551 -3859 or me at (202)
551-3210 with any other questions.

        Sincerely,

        /s/ Susan Block

Susan Block
Attorney Advi sor

cc: Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

Room
3106, Building B s
#39 East 3rd Ring Middle Road s
Chaoyang District s

Beijing
100022 s People’s
Republic of China s
(+86) 105869-3011

July 2, 2015

Susan Block, Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Shineco, Inc.

Registration Statement
on Form S-1

Submitted March
16, 2015

File No. 333-202803

Dear Ms. Block:

On behalf of Shineco,
Inc. (the “Registrant”) and in response to the comments set forth in your letter dated March 27, 2015, we are
writing to supply additional information and to indicate the changes that have been made in the enclosed Amendment No. 1 to
Registration Statement on Form S-1 (the “Amendment”). Factual information provided herein has been provided by
the Registrant. Capitalized terms used herein shall have the meanings ascribed to them in the Registration Statement unless
otherwise defined herein. We have also enclosed one clean copy and two redlined copies of the Amendment for your review.

General

 1. We note, in January 2015, the Ministry of Commerce
of China released a discussion draft of proposed legislation, for public comment, which appears to set out a plan for overhauling
Chinese foreign investment laws. Please amend your registration statement to disclose, if material, the discussion draft, including
how the proposed changes may impact your VIE structure. In this regard, we note that neither the Risk Factors section on page
9 nor the Chinese Laws and Regulations section on page 41 reference or discuss this new proposed legislation.

We acknowledge the comment and have revised the
Registration Statement to include updated disclosure regarding the proposed legislation. The new disclosure appears on pages
12 and 21, and is set forth below.

Proposed legislation in the PRC could adversely affect
our corporate structure, corporate governance and business operations.

In January 2015, China’s Ministry
of Commerce, or MOFCOM, released a discussion draft of the proposed Foreign Investment Law (“Discussion Draft”), soliciting
comments from the public. The Discussion Draft is aimed to replace, upon its enactment, existing laws regulating foreign investments
in China with a uniform law and, if adopted, could affect a wide range of foreign entities, including our Company, and investments
generally in China.

Susan Block, Attorney Advisor

July 2, 2015

Page 2

The proposed legislation is just a draft
proposal at this time, and it is uncertain when, if ever, MOFCOM will submit the final version of the proposed law to the PRC’s
National People’s Congress for review and passage. The proposed legislation may never be submitted for approval, or if submitted
it may not be passed by the National People’s Congress. Alternatively, the version submitted (or approved) may be materially
different than the current proposed draft. Thus, like any proposed legislation, the potential impact of such legislation on foreign
investments in China and the business operations of China-based companies is unknown. We are currently working with our legal and
accounting advisers to develop strategies to minimize the impact potential changes to existing Chinese laws regulating foreign
investments might have.

* * *

Uncertainties with respect to the PRC legal system could
adversely affect us.

* * *

Furthermore, and as discussed above in
“Risk Factors—Proposed legislation in the PRC could adversely affect our corporate structure, corporate governance
and business operations,” MOFCOM, released in January 2015 a discussion draft of the proposed Foreign Investment Law, which,
if enacted, would replace existing laws regulating foreign investments in China with a uniform law. The proposed legislation could
affect a wide range of foreign entities, including our Company, and investments generally in China.

Registration Fee Table

 2. We note the added disclosure regarding the warrants
to be issued to NMS Capital Advisors, LLC pursuant to an investment banking agreement. It does not appear that you are registering
those warrants. Please advise us as to why you are not registering those warrants with this registration statement.

We acknowledge the comment and have revised the Registration
Fee Table to include the warrants to be issued to NMS Capital Advisors, LLC. We have made additional revisions to the Registration
Fee Table to include the warrants to be issued to the placement agent, Halcyon Cabot Partners.

Susan Block, Attorney Advisor

July 2, 2015

Page 3

Prospectus Cover Page

 3. We note your response to our prior comment 2 and
reissue the comment. We note the statement on the cover page that the offering will remain open until the earlier of “…
(iii) , 2015, subject to extension upon agreement with the placement agent.” It appears that if you do not sell the minimum
amount, you and your placement agent have discretion to indefinitely hold the offering open. Please note that Rule 10b-9(a)(2)
requires a specified time period and date. For example, this can be accomplished by a date or indicating a certain amount of days
from the date of effectiveness. Please revise or provide us your legal analysis as to how your disclosure regarding how long the
offering will remain open complies with Exchange Act Rule 10b-9(a)(2).

We acknowledge the comment and have revised the Registration
Statement to disclose that the offering will end no later than October 31, 2015.

Related Party Transactions, page 83

 4. We note your response to our prior comment 6. Please
disclose all reportable transactions as of the most recent practicable date or tell us why you are not required to disclose any
transactions that have occurred after December 31, 2014. We note that you appear to continue to limit the disclosure in this section
to the end of the periods reported in your financial statements. Please refer to Item 404 of Regulation S-K.

We acknowledge your comment. We have revised the Registration
Statement to include all reportable transactions as of June 15, 2015, the most recent practicable date.

Description Of Capital Stock, page 86

Placement Agent Warrants, page 88

 5. We note your response to our prior comment 4. Please
reconcile the statement that “[s]uch amount may be reduced to no warrants” with the statement that the minimum number
of warrants to be issued is 64,000. Please also revise similar statements on the cover page and throughout the prospectus. Please
also explain how the amounts of warrants issued may be reduced to no warrants due to common stock being sold to investors with
whom you have a previous relationship. Discuss how the potential reduction in warrants to be issued will be calculated. Explain
if there is a formula or if it is pro rata, for instance.

We acknowledge the comment and have revised the Registration
Statement to reflect the terms of the Company’s amended agreement with NMS Capital and the Company’s agreement with
Halcyon Cabot Partners, our placement agent, dated June 2015. Pursuant to the terms of those agreements, we have agreed to sell
to the placement agent at a price of $0.001 per warrant, placement agent warrants exercisable at a rate of one warrant per share
to purchase 3.5% of the number of shares of common stock sold in the offering to investors introduced by the placement agent and
1% of the total shares of common stock sold to investors introduced by us. We will issue between 16,000 and 70,000 placement agent
warrants in connection with the offering, depending on the number of shares of common stock sold.

Susan Block, Attorney Advisor

July 2, 2015

Page 4

We have also agreed to issue 44,000 warrants to NMS
Capital Advisors, LLC for pre-closing investment banking services, due diligence assistance and structuring services for a period
that expires on the earlier of twelve (12) months following the date of their engagement or the closing of the offering.

United States Federal Income Taxation, page 92

Taxation of dividends and other distributions on our common
stock, page 92

 6. We note your response to our prior comment 9 and
reissue the comment. We do not see the revised disclosure to which you refer. It appears that much of this disclosure is limited
to “taxable years beginning before January 1, 2011.” We note similar language “assuming the renewal of current
capital gains rates prior to their scheduled expiration at the end of 2010” on page 85. Please revise or advise.

We acknowledge your comment. The revised language
we intended to insert into the Registration Statement was unintentionally deleted. We have revised the Registration Statement.
The new disclosure is found on page 99 and reads as follows:

With respect to non-corporate U.S. Holders, including individual
U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1)
the shares of common stock, are readily tradable on an established securities market in the United States, or we are eligible for
the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program,
(2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend is paid
or the preceding taxable year, and (3) certain holding period requirements are met. Under U.S. Internal Revenue Service authority,
shares of common stock are considered for purpose of clause (1) above to be readily tradable on an established securities market
in the United States if they are listed on the NASDAQ Capital Market. You are urged to consult your tax advisors regarding the
availability of the lower rate for dividends paid with respect to our shares of common stock, including the effects of any change
in law after the date of this prospectus.

* * *

Subject to the passive foreign investment company rules discussed
below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference
between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the shares of common stock.
The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who
has held the shares of common stock for more than one year, you will be eligible for (a) reduced tax rates of 0% (for individuals
in the 10% or 15% tax brackets), (b) higher tax rates of 20% (for individuals in the 39.6% tax bracket) or (c) 15% for all other
individuals. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally
be treated as United States source income or loss for foreign tax credit limitation purposes.

Susan Block, Attorney Advisor

July 2, 2015

Page 5

Exhibit Index

 7. We note that the Exhibit Index indicates that many
exhibits were “previously filed.” Please note that you must file all exhibits previously submitted with your draft
registration statement with your publicly filed S-1. Please include these exhibits in your next amendment.

We acknowledge your comment and have filed with the
Amendment all exhibits that had been marked “previously filed.” Such exhibits have been marked in the Amendment as
“filed herewith.”

The Registrant is eager to complete the registration process.
Thank you in advance for your assistance in reviewing this response and the First Amendment to the Registration Statement on Form
S-1.

Should you have any questions with respect to the above responses,
please contact me.

    Sincerely,

    /s/ Yuying Zhang

    Yuying Zhang

March  27, 201 5

Yuying Zhang
Chief Executive Officer
Shineco, Inc.
Room 3106, Building B
#39 East 3rd Ring Middle Road
Chaoyang District
Beijing 100022
People’s Republic of China

Re: Shineco, Inc.
Registration Statement on Form S -1
Filed March 16 , 201 5
File No. 333-202803

Dear Mr. Zhang :

We have reviewed your 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 yo ur response.

After reviewing any amendment to your registration statement and the
information you provide in response to these  comments, we may have additional
comments.

General

1. We note, in January 2015, the Ministry of Commerce of China released a
discussion draft of proposed legislation, for public comment, which appears to set
out a plan for overhauling Chinese foreign investment laws.   Please amend your
registration statement to disclose, if material, the discussion draft, including how
the propo sed changes may impact your VIE structure.  In this regard, we note that
neither the Risk Factors section on page 9 nor the Chinese Laws and Regulations
section on page 41 reference or discuss this new proposed legislation.

Yuying  Zhang
Shineco, Inc.
March 2 7, 2015
Page 2

 Registration Fee Table

2. We note the added disclosure regarding the warrants to be issued to NMS Capit al
Advisors, LLC pursuant to an investment banking agreement.  It does not appear
that you are registering those warrants.  Please advise us as to why you are not
registering those warran ts with this registration statement.

Prospectus Cover Page

3. We note your r esponse to our prior comment 2  and reissue the comment .    We
note the statement on the cover page that the offering will remain open until the
earlier o f “… (iii)      , 2015, subj ect to extension upon agreement with the
placement agent. ”  It appears that if you do not sell the minimum amount , you and
your placement agent  have discretion  to indefinitely hold the offering open .
Please note that Rule 10b -9(a)( 2) requires a specified time period and date.   For
example, this can be accomplished by a date or indicating a certain amount of
days from the date of effectiveness.    Please revise or provide us your legal
analysis as to how your disclosure regarding how long the offering will remain
open complies with Exchange Act Rule 10b -9(a)(2).

Related  Party Transactions, page 83

4. We no te your re sponse to our prior c omment 6 .  Please disclose all reportable
transactions as of the most recent practicable date or  tell us why you are not
required to disclose any transactions that have occurred after December 31, 2014.
We note that you appear to continue to limit  the disclosure  in this section  to the
end of the periods report ed in your financial statements .  Please ref er to Item 404
of Regulation S -K.

Description Of Capital Stock, page 86

Placement Agent Warrants, page 88

5. We note your response to our prior comment 4.  Please reconcile the statement
that “[s]uch amount may be reduced to no warrants ” with the statement that t he
minimum number of warrants to be issued is 64,000.  Please also revise similar
statements on the cover page and throughout the prospectus.   Please also explain
how the amounts of warrants issued ma y be reduced to no warrants du e to
common stock being sold to investors with whom you have a previous
relationship.   Discuss how the  potential reduction in warrants to be issued will be
calculated .  Explain if there  is a formula or if it is pro rata, for instan ce.

Yuying  Zhang
Shineco, Inc.
March 2 7, 2015
Page 3

 United States Federal Income Taxation, page 92

Taxation of dividends and other distributions on our common stock, page 92

6. We no te your response to our prior comment 9 and reissue the comment.  We do
not see the revised disclosure to which you refer.  It appears that much of this
disclosure is limited to “taxable years beginning before January 1, 2011.” We note
similar language “assuming the renewal of current capital gains rates prior to their
scheduled expiration at the end of 201 0” on page 85. Please revise or advise.

Exhibit Index

7. We note that the Exhibit Index indicates that many exhibits were “previously
filed.”  Please note that you must file all exhibits previously submitted with your
draft registration statement with your publicly filed S-1.  Please include these
exhibits in your next amendment.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1 933 and all applicable Securities  Act rules require.   Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithst anding our comments, in the event you request acceleration of the
effective date of the pending regist ration statement, please provide  a written statement
from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegate d authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act o f 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the

Yuying  Zhang
Shineco, Inc.
March 2 7, 2015
Page 4

 above registration statement.  Please allow adequate time  for us to review any
amendment prior to the requested effective date of the registration statement.

You may contact Aamira Chaudhry at (202) 551 - 3389 or Lynwood Shenk at
(202) 551 - 3380 if you have questions regarding comments on the financial statements
and related matters.  Please contact John Dana Brown at (202) 5 51-3859 or me at (202)
551-3210 with any other questions.

        Sincerely,

        /s/ Susan Block

Susan Block
Attorney Advisor

cc: Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

Room
3106, Building B s
#39 East 3rd Ring Middle Road s
Chaoyang District s

Beijing
100022 s People’s
Republic of China s
(+86) 105869-3011

    March 16, 2015

Susan Block, Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Shineco, Inc.

Amendment No. 1
to

Draft Registration
Statement on Form S-1

Submitted December
18, 2014

CIK No. 0001300734

Dear Ms. Block:

On behalf of Shineco, Inc.
(the “Registrant”) and in response to the comments set forth in your letter dated January 7, 2015, we are writing to
supply additional information and to indicate the changes that have been made in the enclosed Amendment No. 2 to the captioned
Draft Registration Statement (the “Amendment”). Factual information provided herein has been provided to us by Registrant.
Capitalized terms used herein shall have the meanings ascribed to them in the Registration Statement unless otherwise defined herein.
We have also enclosed one clean copy and two redlined copies of the Amendment for your review.

General

 1. The financial statements should be updated, as necessary, to comply with Rule 8-08 of Regulation S-X at the effective date
of the registration statement.

We acknowledge the comment and have revised the Registration
Statement to include updated financial statements that comply with Rule 8-08 of Regulation S-X.

Prospectus Cover Page

 2. We note your response to our prior comment 4 and reissue the comment. Please state the date the offering will end. Indicate
if there may be extensions to the offering and, if so, the duration of such extensions. Refer to Exchange Act Rule 10b-9 and Item
501(b)(8)(iii) of Regulation S-K.

We acknowledge the comment and have revised the Registration
Statement on the cover page with the language below that indicates a date the offering will end.

Susan Block, Attorney Advisor

March 16, 2015

Page 2

This offering will remain open until the earlier of: (i) a
date mutually acceptable to us and our placement agents after which at least $8,000,000 of our common stock is sold (the minimum
offering); (ii) such time as $10,000,000 of our common stock is sold (the maximum offering) or (iii) , 2015, subject to extension
upon agreement with the placement agents.

We have made similar revisions throughout the Registration
Statement indicating the date the offering will end.

Prospectus Summary, page 1

 3. We note your response to our prior comment 5. Please disclose that the McKinsey & Co. projection you cite was published
in 2012.

We acknowledge the comment and have revised the Registration
Statement to disclose that the McKinsey & Co. projection you cite was published in 2012. The new disclosure is found on page
1 and reads as follows:

In a report published in 2012, McKinsey & Co. projected
that China’s healthcare spending could grow to $1 trillion by 2020.

The Offering, page 6

 4. We note your response to our prior comments 6 and 7. From your response and your disclosure, it appears that the number
of placement agent warrants to be issued to the placement agent will be determined at the closing date, based on the results of
the best efforts offering and a percentage of common stock sold in the offering. We also note the aggregate offering price for
the placement agent warrants and underlying shares is currently blank in the fee table. Please provide us with your analysis regarding
how you can register that part of the transaction now, without indicating the amount of placement agent warrants, and the amount
of the underlying common stock. As part of your response, please tell us if the percentage will be determined prior to effectiveness.
We may have further comment when we review your response.

We acknowledge your comment. We have revised the registration
statement to include an updated fee table that includes the amount of placement agent warrants and the amount of underlying common
stock.

Risk Factors, page 9

 5. We note your response to our prior comment 16, including your disclosure that Yantai Agricultural “is a cooperative
and thus has no equity interests.” Please tell us what consideration you gave to providing risk factor disclosure explaining,
if true, that because this is a cooperative you are unable to control the actions of the cooperative members that control the cooperative,
or describe any other risks resulting from its structure as a cooperative. If there are no risks resulting from it being a cooperative
please explain to us why. In addition please tell us the difference between “Yantai Agricultural” which is referred
to only on page 29 and “Zhisheng Agricultural” which is referenced throughout the prospectus.

    2

Susan Block, Attorney Advisor

March 16, 2015

Page 3

We acknowledge the comment. The VIE agreements taken
together are designed to allow our Company to manage the operations of each of the Controlled Companies and to receive all of the
net income of such Controlled Companies in return therefor. To secure our interest in the Controlled Companies, the equity interest
pledge agreements (along with the exclusive option agreements and the powers of attorney) are designed to allow us to convert our
contractual interest into an equity interest in the event we determine that doing so is warranted. But the equity interest pledge
agreement is just one part of the guarantee of the performance of the VIE agreements by the parties thereto. In the case of Yantai
Agricultural where we do not have an equity pledge agreement (because it is a cooperative), if the domestic shareholders do not
comply with the terms of either of the exclusive business cooperation agreement or exclusive option agreement, Tenet-Jove, our
100% owned subsidiary, can sue for breach of contract. However, a substantially similar risk exists with respect to our other VIE
relationships; in short, the risk is one of a breach of contract, whether that be a breach of an equity interest pledge agreement
(when it is in place), a breach of the exclusive option agreement, or a breach of the exclusive business cooperation agreement.
We believe our current risk factor, “We rely on contractual arrangements with our variable interest entities in China for
our business operations, which may not be as effective in providing operational control or enabling us to derive economic benefits
as through ownership of controlling equity interests,” adequately expresses the risks with all our variable interest entities:
mainly, if any of the affiliated VIEs or any of their shareholders fails to perform its, his or her respective obligations under
the suite of agreements, we may have to incur substantial costs and resources to enforce such agreements, and rely on legal remedies
available under PRC laws, which remedies may not be effective.

We have revised the Registration Statement to remove
the mistaken references to Yantai Agricultural.

Related Party Transactions, page 75

 6. We note your response to our prior comment 27, and we reissue the comment. It appears that you may only be reporting transactions
that have occurred as of June 30, 2014. The disclosure in this section should not be limited to the end of the periods reported
in your financial statements. Please revise to disclose all reportable transactions as of the most recent practicable date or please
advise.

We acknowledge your comment and have revised the Registration
Statement to disclose all reportable transactions as of December 31, 2014. The new disclosure is found on page 83 and reads as
follows:

As of December 31, 2014, the Company temporarily advanced
a total of $567,342 to (i) Longevity Pharmaceutical Group Real Estate Co., Ltd., which is owned by our director Jiping Chen, (ii)
KuerLe Tenet-Jove Business & Trading Co., Ltd., which is owned by a family member of our Chief Executive Officer and director,
Yuying Zhang, (iii) Zhao Min, one of our shareholders, and (iv) Qiwei Wang, one of our shareholders.  All the advances were short-term loans for the requirements
of the related parties and were made interest-free.

    3

Susan Block, Attorney Advisor

March 16, 2015

Page 4

As of June 30, 2014, the Company temporarily advanced a total
of $1,361,513 to (i) Longevity Pharmaceutical Group Real Estate Co., Ltd., which is owned by our director Jiping Chen, (ii) KuerLe
Tenet-Jove Business & Trading Co., Ltd., which is owned by a family member of our Chief Executive Officer and director, Yuying
Zhang, (iii) Zhao Min, one of our shareholders, (iv) Qiwei Wang, one of our shareholders, and (v) Yantai Zhisheng International
Shipping Agent Co., Ltd. As of date of this report, all outstanding amounts due from those related parties have been collected.
All the advances were short-term loans for the requirements of the related parties and were made interest-free, and the balances
were settled in cash.

As of June 30, 2013, the Company had advanced a total of $5,429,021
to (i) Longevity Pharmaceutical Group Real Estate Co., Ltd., which is owned by our director Jiping Chen, (ii) KuerLe Tenet-Jove
Business & Trading Co., Ltd., which is owned by a family member of our Chief Executive Officer and Director, Yuying Zhang,
and (iii) Yantai Zhisheng International Shipping Agent Co., Ltd, which is owned by Qiwei Wang, one of our shareholders. As of June
30, 2014, the Company received the full payment of $5,429,021 from these three related party companies. All the advances were short-term
loans for the requirements of the related parties and were made interest-free, and the balances were settled in cash.

Description of Stock, page 78

 7. Please also add a description of the placement agent warrants here.

We acknowledge your comment and have included a description
of the placement agent warrants. The new disclosure is found on page 88 and reads as follows:

We have agreed to sell to the placement agents, on the closing
date of this offering, at a price of $0.001 per warrant, placement agent’s warrants exercisable at a rate of one warrant
per share to purchase 4% of the number of shares of common stock issued by us in connection with the offering. Such amount may
be reduced to no warrants for common stock sold to investors with whom we have a previous relationship. We will issue between 64,000
and 80,000 placement agent’s warrants in connection with this offering, depending on the number of shares of common stock
sold in this offering. Each placement agent’s warrant will be exercisable to purchase one share of common stock. The placement
agent’s warrants will be exercisable at 100% the offering price per share for a period of five years after issuance on the
closing date of this offering.

    4

Susan Block, Attorney Advisor

March 16, 2015

Page 5

Tax Matters Applicable to U.S Holders, page 82

 8. We note your response to our prior comment 28. Please revise to state what part of the disclosure in this section is the
opinion of Kaufman & Canoles, P.C.

We acknowledge the comment and have revised the Registration
Statement to state that nless otherwise noted, the disclosure in the “Tax Matters Applicable to U.S Holders” section
is the opinion of Kaufman & Canoles, P.C. insofar as it relates to legal conclusions with respect to matters of U.S. tax law.
The new disclosure is found on page 90 and reads as follows:

Unless otherwise noted in the following discussion, this section
is the opinion of Kaufman & Canoles, P.C., our U.S. counsel, insofar as it relates to legal conclusions with respect to matters
of U.S. federal income tax law.

United States Federal Income Taxation, page 84

Taxation of dividends and other distributions on our common
stock, page 84

 9. It appears that much of this disclosure is limited to “taxable years beginning before January 1, 2011.” We note
similar language “assuming the renewal of current capital gains rates prior to their scheduled expiration at the end of 2010”
on page 85. Please revise or advise.

We acknowledge the comment and have revised the Registration
Statement to correct mistaken disclosure. The new disclosure is found on page 93 and reads as follows:

With respect to non-corporate U.S. Holders, including individual
U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1)
the shares of common stock, are readily tradable on an established securities market in the United States, or we are eligible for
the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program,
(2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend is paid
or the preceding taxable year, and (3) certain holding period requirements are met. Under U.S. Internal Revenue Service authority,
shares of common stock are considered for purpose of clause (1) above to be readily tradable on an established securities market
in the United States if they are listed on the NASDAQ Capital Market. You are urged to consult your tax advisors regarding the
availability of the lower rate for dividends paid with respect to our shares of common stock, including the effects of any change
in law after the date of this prospectus.

    5

Susan Block, Attorney Advisor

March 16, 2015

Page 6

* * *

Subject to the passive foreign investment company rules discussed
below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference
between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the shares of common stock.
The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who
has held the shares of common stock for more than one year, you will be eligible for reduced tax rates of 0% (for individuals in
the 10% or 15% tax brackets) or 15% for all other individuals. The deductibility of capital losses is subject to limitations. Any
such gain or loss that you recognize will generally be treated as United States source income or loss for foreign tax credit limitation
purposes.

Index to Consolidated Financial Statements, page 93

 10. Please amend to include the report of your independent registered public accounting firm.

We
acknowledge your comment and have included the report of Friedman LLP, our  independent
registered public accounting firm.

Consolidated Statement of Cash Flows, page F-4

 11. Please tell us your basis for classifying “Loans to Third Parties” as operating cash flows. Please tell us what
consideration was given to presenting the loans as investing cash flows.

We acknowledge your comment and believe that “Loans
to Third Parties” should be included as investing cash flows instead of operating cash flows because we do generate interest
income on these loans. We have revised our Statements of Cash Flows accordingly to reflect such change.

Notes to the Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Fair Value of Financial Instruments, page F-10

 12. We note your response to our prior comment 30. You state that it was not practicable to estimate the fair value of your
investment in unconsolidated entities due to their lack of marketability. Please tell us how you determined that these investments
were not impaired and their value is recoverable.

    6

Susan Block, Attorney Advisor

March 16, 2015

Page 7

We
acknowledge your comment. We account for our investments in unconsolidated entities in which we hold a significant, but less than
controlling ownership interest, under the equity method of accounting. These investments are initially recorded at cost and thereafter
adjusted for additional investments, distributions and the proportionate share of earnings or losses of the investee. The fair
values of investments in unconsolidated enti

January  7, 201 5

Yuying Zhang
Chief Executive Officer
Shineco, Inc.
Room 3106, Building B
#39 East 3rd Ring Middle Road
Chaoyang District
Beijing 100022
People’s Republic of China

Re: Shineco, Inc.
 Amendment No. 1 to
Draft Registration Statement on Form S -1
Submitted December 18 , 2014
CIK No. 0001300734

Dear Mr. Zhang :

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 re gistration statement or filed registration statement,  we may have
additional comments.

General

1. The financial statements should be updated, as necessary, to comply with Rule 8 -
08 of Regulation S -X at the effective date of the registration statement.

Yuying Zhang
Shineco, Inc.
January 7, 2015
Page 2

 Prospectus Cover Page

2. We note your response to our prior comment 4 and reissue the comment.  Please
state the date the offering will end .  Indicate if there may be extens ions to the
offering and, if so, the duration of such extensions.  Refer to Exchange Act Rule
10b-9 and Item 501(b) (8)(iii) of Regulation S -K.

Prospectus Summary, page 1

3. We note your response to our prior comment 5.  Please disclose that the
McKinsey & Co. projection you cite was published in 2012.

The Offering, page 6

4. We note your response to our prior comment s 6 and 7 .  From your response and
your disclosure, it appears that the number  of placement agent warrants to be
issued to the placement agent will be determined at the closing date , based on the
results of the best efforts off ering and a percentage of common stock sold in the
offering .  We also note the aggregate offering price for the placement agent
warrants and underlying shares is currently blank in the fee table.  Please provide
us with your analysis regarding how you can register that part of the transaction
now, without i ndicating the amount of placement agent warrants, and the amount
of the underlying common stock.  As part of your response, please tell us if the
percentage will be determined prior to effectiveness. We m ay have further
comment when we review your response.

Risk Factors, page 9

5. We note your response to our prior comment 16 , including your disclosure that
Yantai Agricultural  “is a cooperative and thus has no equity interests .”  Please tell
us what conside ration you gave to providing risk factor disclosure explaining, if
true, that because this is a cooperative you are unable to control the actions of the
cooperative members that control the cooperative , or describe any other risks
resulting from its struct ure as a cooperative .  If there are no risks resulting from it
being a cooperative  please explain to us why.   In addition please tell us the
difference between “Yantai Agricultural” which is referred to only on page 29 and
“Zhisheng Agricultural ” which is referenced throughout the prospectus.

Related Party Transactions, page 75

6. We note your response to our prior comment 27, and we reissue the comment .  It
appears that you may only be report ing transactions that have occurred as of June
30, 2014.   The disclosure in this section should not be limited to the end of the
periods reported in your financial statements .  Please revise to disclose all
reportable transactions as of the most recent practicable date or please advise.

Yuying Zhang
Shineco, Inc.
January 7, 2015
Page 3

 Description of Stock, page 7 8

7. Please also add a description of the placement agent warrants here.

Tax Matters Applicable to U.S Holders, page 82

8. We note your response to our prior comment 28.   Please revise to state what part
of the disclosure in this section is the opinion of Kau fman & Canoles, P.C.

United States Federal Income Taxation, page 84

Taxation of dividends and other distributions on our common stock, page 84

9. It appears that much of this disclosure is limited to “ taxable years beginning
before January 1, 2011 .”  We note similar language “ assuming the renewal of
current capital gains rates prior to their scheduled expiration at the end of 2010 ”
on page 85.   Please revise or advise.

Index to Consolidated Financial Statements , page 93

10. Please amend to include the report of your independent registered public
accounting firm.

Consolidated Statement of Cash Flows, page F -4

11. Please tell us your basis for classifying “Loans to Third Parties” as operating cash
flows. Please tell us what consideration was given to presen ting the loans as
investing cash flows.

Notes to the Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Fair Value of Financial Instruments, page F -10

12. We note your response to our prior comment 30. You state that it wa s not
practicable to estimate the fair value of your investment in unconsolidated entities
due to their lack of marketability. Please tell us how you determined that these
investments were not impaired and their value is recoverable.

Note 6. Investment in  Unconsolidated Entities, page F -14

13. We note that your investment with Shaanxi XunyangHongye Real Estate Co.,
Ltd., to establish a Chinese herbal medicine exchange market (the “Exchange”) in
Ankang City, China entitles you to profit sharing of 60% of the a fter-tax net
income annually. Please tell us your basis for not consolidating this entity.

Yuying Zhang
Shineco, Inc.
January 7, 2015
Page 4

 Exhibit Index

14. We note your response to our prior comment 33 and reissue  to clarify our
comment .  Please file as an exhibit any form of subscription agreement for the
purchase of the common stock being offered or advise.

15. Please file a copy of the executed escrow a greement prior to effectiveness.

You may contact Aamira Chaudhry at (202) 551 - 3389 or L ynwood Shenk at
(202) 551 - 3380  if you have questions regarding comments on the financial statements
and related matters.  Please contact John Dana Brown at (202) 551 -3859 or me at (202)
551-3210  with any other questions.

        Sincerely,

        /s/ Susan Block

Susan Block
Attorney Advisor

cc: Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.

September 30, 2014

Via E -mail
Yuying Zhang
Chief Executive Officer
Shineco, Inc.
Room 3106, Building B
#39 East 3rd Ring Middle Road
Chaoyang District
Beijing 100022
People’s Republic of China

Re: Shineco, Inc.
 Draft Registration Statement on Form S -1
Submitted September  3, 2014
CIK No. 0001300734

Dear Mr. Zhang :

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
circumst ances 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 hav e
additional comments.

General

1. Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf, present to potential investors in reliance  on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
Similarly, please supplementally provide us with any research reports about you
that are published or distributed in reliance upon Section 2(a)(3) of the Secu rities

Yuying Zhang
Shineco, Inc.
September 30, 2014
Page 2

 Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act
by any broker or dealer that is participating or will participate in your offering.

2. If the preliminary prospectus will include pictures or graphics, please provide us
with mock -ups of the affected pages, as well as any captions you plan to use, prior
to printing. We may have comments after reviewing the materials.

Registration Statement Cover Page

3. We note  form footnote 1 to the fee table that the  registration fee is based on “the
proposed maximum offering price of the securities .”  In light of this please tell us
why you rely on Rule 457(a) rather than 457(o).

Prospectus Cover Page

4. Please state the date the offering will end.  Refer to Item 501( b)(8)(iii)  of
Regulation S -K.

Prospectus Summary, page 1

Overview, page 1

5. Please tell us the source of the information for your statement that “ China’s
healthcare sector continues to develop at an astonishing rate: spending is
projected to grow from $35 7 billion in 2011 to $1 trillion in 2020 .”  In addition
this projection appears to  include forecasted rather than actual data for 2012 and
2013.  Please tell us why you think this is still a meaningful forecast and why a
more updated projection is not avai lable.

The Offering, page 6

6. We note next to the heading “Closing of the Offering” the sta tement that if you
complete the  offering  you will issue placement agent warrants to purchase “up to
10%” of the aggregate number of shares of common stock sold in th e offering.
However we note that you have this percentage as blank on the registration
statement cover page, the prospectus cover page, page 7, and page 97.  If this
percentage is currently known , please revise to disclo se it throughout the
prospectus or advise.

Placement Agent Warrants, page 7

7. Please revise to disclose the “nominal amount” at which you will sell your
placement agent warrants.

Yuying Zhang
Shineco, Inc.
September 30, 2014
Page 3

 Risk Factors, page 9

Our expansion into new business segments, page 9

8. Please clarify if you are referring t o expanding within your current business
segments or if you referring to entering into additional, new business lines.

Our success depends on our ability to protect our intellectual property, page 10

9. Please revise to include a separate subheading, with its own risk factor disclosure,
relating to the risk that many of your patents have been suspended due to
unintentional late payment of annual dues.

Our Business, page 24

10. We note your products include Chinese herbal medicines and at various places
you li st what some of these herbs ma y be used for , or conditions the herbs  may
treat.  Examples include at the t op of page 32 which indicates, “Schisandra shrub,
which is ingested to treat insomnia,” or at page 2 that yew trees can be used for
the “production of  anti-cancer medication.”  Please expand your discussion under
“Chinese Laws and Regulations,” to specifically discuss any regulatory process in
China for companies to be able to make such claims as for the treatment uses for
medicinal herbs within China.  For example, what types of tests or regulatory
submissions may be required on these traditional Chinese medicines that you
discuss to show their potential effectiveness to treat ailments or make the claims
that treat a condition or illness?

11. Similarly we note you discuss the health benefits of your textiles.  Please expand
to discuss  any needed regulatory a pproval  within China to state these claims
regarding health benefits or advise.

We possess knowledge and experience, page 25

12. Please substantiate to u s that Tenet -Jove was one of t he first companies in China
to “commercially develop the natural FIR -radiant properties of the Luobuma
plant.”

Our Structure, page 27

13. Please explain , with text accompanying the chart , the meaning of the dotted lines
relating to the subsidiary holdings of Ankang Longevity Pharmaceutical (Group)
Co., Ltd.

Yuying Zhang
Shineco, Inc.
September 30, 2014
Page 4

 Contractual Arrangements, page 28

14. You refer to the legal opinion issued by Da Cheng Law Offices to Tenet -Jove
regarding the VIE a greements.  Please file that as an exhibit.

15. You indicate that each VIE Agreement is described in detail below, but the
description does not appear to clearly describe each agreement.  Please revise or
advise.   Please also confirm you will file each of these ag reements as exhibits.

Equity Interest Pledge Agreements, page 29

16. Please explain to us why the shares of Yantai Agricultural cannot be pledged.

Manufacturing and Production Facilities, page 35

17. Please revise to discuss the current status of your “ major p roject to build a facility
in Hefei .”

18. Refer to the last sentence in the second paragraph here.  Please revise to balance
the disclosure to indicate that there can be no guarantee that, what you believe are
technological and productivity advances, will imp rove your competitive position.

The market, page 40

19. Please revise to explain the “ policies set forth in the government’s 12th five -year
plan” and what you mean by their “ impact on the biomedical industry .”

Competition, page 40

20. Please r evise your discussion to further explain participation in the “Three Unities
of Medicine” program .  Please state  how many other enterprises also act “ as
essentially a preferred provider ” under this program.  In addition please revise to
disclose whether participation is for a set period of time and any procedures for
maintaining or requalifying as a participant.

Use of Proceeds, page 50

21. If any additional funds will be needed to accomplish the goals listed in the table ,
please revise this section to discu ss the sources and amounts of those additional
proceeds.

22. Please revise the table to separately state the use of net proceeds in dollar terms if
the minimum or maximum amounts are raised.

Yuying Zhang
Shineco, Inc.
September 30, 2014
Page 5

 Management’s Discussion and Analysis, page 56

Results of Operati ons for the Three Months Ended March 31, 2014 and March 31, 2013,
page 59

23. We note that you transfered the wholesale and retail businesses of Ankang
Longevity Industry and Ankang Longevity Chain to a joint venture pharmacy
retail company called Shaanxi Pha rmacy Sunsimiao Drugstores Ankang Chain
Co., Ltd. (“Sunsimiao Drugstores”), and a joint venture pharmaceutical wholesale
distribution company named Shaanxi Pharmacy Holding Group Ankang
Longevity Pharmaceutical Co., Ltd. (“Shaanxi Longevity Pharmacy”). As a result
you only own a 49% equity stake in these joint ventures; and accordingly you
could not consolidate the sales of the joint ventures in your consolidated financial
statements, causing your sales to decrease. Please tell us and revise to disclosure
what the business purpose of this transaction was and what the benefit to you was
to transferring theses business over to a joint venture. Additionally, please revise
Note 6. Investment in Unconsolidated Entities to disclose the transfer of the
wholesale an d retail businesses of Ankang Longevity Industry and Ankang
Longevity Chain to the Shaanxi Pharmacy Sunsimiao Drugstores Ankang Chain
Co., Ltd. (“Sunsimiao Drugstores”) joint venture and the Shaanxi Pharmacy
Holding Group Ankang Longevity Pharmaceutical Co ., Ltd. (“Shaanxi Longevity
Pharmacy”) joint venture. Finally, please disclose your method for accounting for
these joint ventures.

Liquidity and Capital Resources, page 67

24. Please revise your capital resources discussion to address what you refer to on
page 35 as a “ major project to build a facility in Hefei ” or tell us why this is not
necessary.

Description of Property, page 77

25. We note the statement that “t here is no private land ownership in China .”
However several of the properties are listed as ei ther “Owned” or “Company
Owned.”  Please revise to clarify what you mean by these terms.

Board of Directors and Committees, page 80

26. Please revise to clarify  which , if any,  of your current directors are independent
under the NASDAQ Capital Market standard .

Yuying Zhang
Shineco, Inc.
September 30, 2014
Page 6

 Related Party Transactions, page 83

Payables to Related Parties, page 84

27. It appears that much of the information in this section is as of March 31, 2014.
Please note that the disclosure in this section should  not be limited to the end of
the periods reported in your financial statements.  In light of this please  revise to
disclose any additional transactions that  may have occurred after March 31, 2014 .

Tax Matters Applicable to U.S Holders, page 91

28. We note that you plan to file as an exhibit a tax opinion.  Please advise if you
anticipate filing a short or long form tax opinion.  We may have further comment
upon reviewing your response.

Placement, page 97

29. Please name the Placement Agent / Underwrit er in the next amendment or advise.

Index to Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Fair Value of Financial Instruments, page F -10

30. We note your belief that since the carrying value of the equity method
investments include the Company’s  share of the investee’s earnings from the date
of acquisition, they approximate fair value and that the carrying value of the
Company’s new investment in an unconsolidated enti ty approximates fair value
because the investment was made in 2014. Please tell us how this complies with
ASC 820.

Note 4. Property and Equipment, Net, page F -13

31. Please tell us and revise to disclose what the farmland leasehold improvement
balance is com prised of.

Note 8. Short Term Loans, page F -16

32. We note footnote c which states that the loans from Agricultural Bank of China
were guaranteed by loan credit guarantee parties which are not related to the
Company. Please tell us and revise to disclose whe ther and how you compensate
these loan credit guarantee parties for providing guarantees for you.

Yuying Zhang
Shineco, Inc.
September 30, 2014
Page 7

 Exhibit Index

33. Please revise to file a form of the subscription agreement or please advise.

34. Please revise so that all agreements show the signatures  or conformed signatures
of all the parties to the agreements.  It appears for example that  the agreements
filed as  Exhibits 10.1, 10.3,  10.4, and 10.54  through 10.66 do not show signatures
by all parties to the agreements .

General

If you intend to respo nd to these comments with an amended draft registration
statement, please submit it and any associated correspondence in accordance with the
guidance we provide in the Division’s October 11, 2012 announcement on the SEC
website at
http://www.sec.gov/divisi ons/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence. htm).  If
you intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of
information in the correspondence you submit on EDGAR, please properly mark that
information in each of your confidential submissions to us so we do not repeat or refe r to
that information in our comment letters to you.

You may contact Aamira Chaudhry at (202) 551 - 3389  or Lynwood Shenk  at
(202) 551 - 3380  if you have questions regarding comments on the financial statements
and related matters.  Please contact John Dana Brown at (202) 551 -3859 or me at (202)
551-3210  with any other questions.

        Sincerely,

        /s/ Susan Block

Susan Block
Attorney Advisor

cc: Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.