SecProbe.io

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 March 26, 2026

Nan Zheng
Chief Executive Officer
Wetour Robotics Limited
Room 7003
3300 N Interstate 35 Ste 700
Austin, TX 78705

 Re: Wetour Robotics Limited
 Registration Statement on Form F-3
 Filed March 17, 2026
 File No. 333-294373
Dear Nan Zheng:

 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 Claudia Rios at 202-551-8770 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Fang Liu, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Wetour
Robotics Limited

 Room
7003

 3300
N Interstate 35 Ste 700

 Austin,
TX 78705

 VIA
EDGAR

 March
26, 2026

 Claudia
Rios

 Division
of Corporation Finance

 Office
of Energy & Transportation

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Re:
 Wetour
 Robotics Limited
 Registration
 Statement on Form F-3 (File No. 333-294373)
 Request
 for Acceleration of Effectiveness

 Dear
Ms. Rios:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, Wetour Robotics Limited hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-3 be accelerated so that the Registration Statement becomes effective at
5:00 p.m., Eastern Time, on March 30, 2026, or as soon thereafter as practicable.

 Very
 truly yours,

 Wetour
 Robotics Limited

 By:
 /s/
 Nan Zheng

 Name:
 Nan
 Zheng

 Title:
 Chief
 Executive Officer

CORRESP
1
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February 25, 2025

VIA EDGAR

United States Securities and Exchange Commission

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:

    Irene Barberena-Meissner

    Kevin Dougherty

    Myra Moosariparambil

    Craig Arakawa

    Re:
    Webus International Limited

    Registration Statement on Form F-1 (File No. 333-269684)

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), as the underwriter of the proposed offering of
Webus International Limited (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced
Registration Statement, requesting effectiveness for 5:15 p.m., Eastern Time, on February 26, 2025, or as soon thereafter as is practicable.

Pursuant to Rule 460 under the
Act, as the representative of the several underwriters, we wish to advise you that we have distributed to each underwriter and dealer
who is reasonably anticipated to participate in the distribution of the security to be offered a sufficient number of copies of the preliminary
prospectus permitted by Rule 430 under the Act as it appears to be reasonable to secure their adequate distribution.

The undersigned advises that it
has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

Alexander Capital L.P.

    By:
    /s/ Jonathan Gazdak

    Name:
    Jonathan Gazdak

    Title:
    Managing Director

[Signature
Page to Acceleration Request (UW)]

CORRESP
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WEBUS INTERNATIONAL LIMITED

February 25, 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:
    Irene Barberena-Meissner

    Kevin Dougherty

    Myra Moosariparambil

    Craig Arakawa

    Re:
    WEBUS INTERNATIONAL LIMITED

    Registration Statement on Form F-1, as amended

    Initially Filed on February 10, 2023

    File No. 333-269684

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Webus International Limited (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated and that
the Registration Statement become effective at 5:15 p.m., Eastern Time, on Wednesday, February 26, 2025, or as soon thereafter as practicable.

The Company acknowledges that:
(1) 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; (2) 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 (3) 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.

If you have any questions,
please do not hesitate to contact Fang Liu of VCL Law LLP, outside counsel to the Company, at fliu@vcllegal.com (Tel: 703-919-7285).

    Very truly yours,

    Webus International Limited

    By:
    /s/  Zheng Nan

    Name:
     Zheng
    Nan

    Title:
    Chief Executive Officer

CORRESP
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December 3, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Myra Moosariparambil

    Craig Arakawa

    Irene Barberena-Meissner

    Kevin Dougherty

    Re:
    Webus International Ltd.

    Amendment No. 9 to Registration Statement on Form F-1

    Filed November 14, 2024

    File No. 333-269684

Ladies and Gentlemen,

On behalf of our client, Webus International Ltd.
(the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated November 26, 2024, relating to
the above referenced Registration Statement on Form F-1 (“Registration Statement”). The Company is concurrently submitting
the Amendment No. 10 to the Registration Statement on Form F-1 (the “Amendment No. 10”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in the Amendment No. 10.

Amendment No. 9 to Registration Statement
on Form F-1

Dilution, page 66

1. You disclose the net proceeds from the offering
are expected to be approximately $5.81 million after deducting the underwriting discounts and commissions and expenses payable in the
amount of $0.56 million and estimated other offering expenses in the amount of approximately $1.63 million. When calculating the net tangible
book value per share after the offering using the amounts noted, it appears the pro forma net tangible book value after the offering would
be $8.86 million or $0.40 per share. Please provide your calculation of your pro forma net tangible book value of $9.59 million or $0.44
per share of Ordinary Shares included in your dilution table and revise your disclosure, if necessary.

Response: In response to the Staff’s
comment, the Company has revised the Capitalization and Dilution sections on pages 65 and 66 of the Amendment No. 10 to add the calculation
of pro forma net tangible book value and reflect an increase in the underwriting discount rate from 6% to 7%. The net proceeds from the
offering are expected to be approximately $5.73 million after deducting the underwriting discounts and commissions and expenses payable
in the amount of $0.64 million and estimated other offering expenses in the amount of approximately $1.63 million, which included the
deferred offering costs of $0.73 million that had already been paid by the Company as of June 30, 2024. When calculating the actual net
tangible book value, the deferred offering costs and the right-of-use assets, net were deducted from the net book value. Therefore, using
the amounts aforementioned, the pro forma net tangible book value after the offering would be $9.51 million or $0.43 per share. The difference
between the net tangible book value immediately before and after the offering shall be the amount of net proceeds from the offering, adjusted
by adding back the deferred offering costs that had already been paid.

We thank the Staff for its
review of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at
fliu@vcllegal.com or by telephone at (703) 919-7285.

    Very truly yours,

    /s/ Fang Liu

    Fang Liu, Esq.

    VCL Law LLP

    cc:
    Nan Zheng, Chief Executive Officer of Webus International Ltd.

November 26, 2024
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Amendment No. 9 to Registration Statement on Form F-1
Filed November 14, 2024
File No. 333-269684
Dear Zheng Nan:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 9 to Registration Statement on Form F-1
Dilution, page 66
1.You disclose the net proceeds from the offering are expected to be approximately
$5.81 million after deducting the underwriting discounts and commissions and
expenses payable in the amount of $0.56 million and estimated other offering
expenses in the amount of approximately $1.63 million. When calculating the net
tangible book value per share after the offering using the amounts noted, it appears the
pro forma net tangible book value after the offering would be $8.86 million or $0.40
per share. Please provide your calculation of your pro forma net tangible book value
of $9.59 million or $0.44 per share of Ordinary Shares included in your dilution table
and revise your disclosure, if necessary.

November 26, 2024
Page 2
            Please contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Craig
Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding
comments on the financial statements and related matters. Please contact Irene Barberena-
Meissner, Staff Attorney, at 202-551-6548 or Kevin Dougherty, Staff Attorney, at 202-551-
3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Fang Liu. Esq.

CORRESP
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November 14, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Myra Moosariparambil

    Craig Arakawa

    Irene Barberena-Meissner

    Kevin Dougherty

    Re:
    Webus International Ltd.

    Amendment No. 8 to Registration Statement on Form F-1

    Filed October 21, 2024

    File No. 333-269684

Ladies and Gentlemen,

On behalf of our client, Webus International Ltd.
(the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated November 6, 2024, relating to the
above referenced Registration Statement on Form F-1 (“Registration Statement”). The Company is concurrently submitting
the Amendment No. 9 to the Registration Statement on Form F-1 (the “Amendment No. 9”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in the Amendment.

Amendment No. 8 to Registration Statement
on Form F-1

Item 9. Undertakings, page II-2

1. Please revise your registration statement
to include the undertakings required by Item 512(a).

Response: In response to the Staff’s
comment, the Company has revised the Amendment No.9 to include the undertakings required by Item 512(a).

General

2. We note your disclosure on page Alt-2 that
your selling shareholders may sell their securities by any method permitted pursuant to applicable law. Please confirm your understanding
that the retention by a selling shareholder of an underwriter would constitute a material change to your plan of distribution requiring
a post-effective amendment. Refer to the undertaking required by Item 512(a)(1)(iii) of Regulation SK.

Response: The Company confirms that it
will file the post-effective amendment as required by Item 512(a)(1)(iii) of Regulation SK if there is a material change to the plan of
distribution, including when a selling shareholder retains an underwriter.

We thank the Staff for its
review of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at
fliu@vcllegal.com or by telephone at (703) 919-7285.

    Very truly yours,

    /s/ Fang Liu

    Fang Liu, Esq.

    VCL Law LLP

 cc: Nan Zheng, Chief Executive Officer of Webus International Ltd.

November 6, 2024
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Amendment No. 8 to Registration Statement on Form F-1
Filed October 21, 2024
File No. 333-269684
Dear Zheng Nan:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 8 to Registration Statement on Form F-1
Item 9. Undertakings, page II-2
1.Please revise your registration statement to include the undertakings required by Item
512(a).
General
2.We note your disclosure on page Alt-2 that your selling shareholders may sell their
securities by any method permitted pursuant to applicable law. Please confirm your
understanding that the retention by a selling shareholder of an underwriter would
constitute a material change to your plan of distribution requiring a post-effective
amendment. Refer to the undertaking required by Item 512(a)(1)(iii) of Regulation S-
K.

November 6, 2024
Page 2
            Please contact Myra Moosariparambil, Staff Accountant, at 202-551-3796, or Craig
Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding
comments on the financial statements and related matters. Please contact Irene Barberena-
Meissner, Staff Attorney, at 202-551-6548 or Kevin Dougherty, Staff Attorney, at 202-551-
3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Fang Liu. Esq.

CORRESP
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July 17, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Myra Moosariparambil

    CraigArakawa

    Irene Barberena-Meissner

    Kevin Dougherty

    Re:
    Webus International Ltd.

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

    Filed June 27, 2024

    File No. 333-269684

Ladies and Gentlemen,

On behalf of our client, Webus International Ltd.
(the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated July 10, 2024, relating to the
above referenced Registration Statement on Form F-1 (“Registration Statement”). The Company is concurrently submitting
the Amendment No. 7 to the Registration Statement on Form F-1 (the “Amendment No. 7”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in the Amendment.

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

Exhibits

1. You disclose under Liquidity on page 90
that on April 17, 2024, you entered into a funding support agreement with Mr. Zheng Nan, one of your major shareholders, in which Mr.
Zheng Nan promised to provide a line of credit in the amount up to RMB6,000,000 ($845,082) and up to RMB10,000,000 ($1,408,471) as a guarantee
for your future bank credit applications. This agreement will expire on December 31, 2025. Please file this funding support agreement
as an exhibit, or provide your analysis that such agreement is not required to be filed. See Item 601(b)(10) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has filed the funding support agreement as an exhibit to Amendment No. 7.

2. Please file your Form of Amended and Restated
Memorandum and Articles of Association before effectiveness.

Response: In response to the Staff’s
comment, the Company has filed the Amended and Restated Memorandum and Articles of Association as an exhibit to Amendment No. 7.

We thank the Staff for its
review of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at
fliu@vcllegal.com or by telephone at (703) 919-7285.

    Very truly yours,

    /s/ Fang Liu

    Fang Liu, Esq.

    VCL Law LLP

    cc:
    Nan Zheng, Chief Executive Officer of Webus International Ltd.

July 10, 2024
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Amendment No. 6 to Registration Statement on Form F-1
Filed June 27, 2024
File No. 333-269684
Dear Zheng Nan:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 6 to Registration Statement on Form F-1
Exhibits
1.You disclose under Liquidity on page 90 that on April 17, 2024, you entered into a
funding support agreement with Mr. Zheng Nan, one of your major shareholders, in which
Mr. Zheng Nan promised to provide a line of credit in the amount up to RMB6,000,000
($845,082) and up to RMB10,000,000 ($1,408,471) as a guarantee for your future bank
credit applications. This agreement will expire on December 31, 2025. Please file this
funding support agreement as an exhibit, or provide your analysis that such agreement is
not required to be filed. See Item 601(b)(10) of Regulation S-K.
2.Please file your Form of Amended and Restated Memorandum and Articles of
Association before effectiveness.

July 10, 2024
Page 2
            Please contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Craig
Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding comments
on the financial statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Kevin Dougherty, Staff Attorney, at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Fang Liu. Esq.

CORRESP
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June 27, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Myra Moosariparambil

    CraigArakawa

    Irene Barberena-Meissner

    Kevin Dougherty

    Re:
    Webus International Ltd.

    Amendment No. 5 to Registration Statement on Form F-1

    Filed May 28, 2024

    File No. 333-269684

Ladies and Gentlemen,

On behalf of our client, Webus International Ltd.
(the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated June 12, 2024, relating to the
above referenced Registration Statement on Form F-1 (“Registration Statement”). The Company is concurrently submitting
the Amendment No. 6 to the Registration Statement on Form F-1 (the “Amendment”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in the Amendment.

Amendment No. 5 to Registration Statement
on Form F-1

Unaudited Condensed Consolidated Financial
Statements

1. Organization and principal activities

(b) Capital resource liquidity, page F-37

1. We note your response to comment 2 and your
revised disclosure. Please tell us how you determined it is probable that these plans will be effectively implemented. In your response,
please provide a detailed explanation that addresses the following:

 · The availability and terms of new debt financing or availability and terms of existing debt refinancing,
any existing or committed credit arrangements to restructure or subordinate debt or to guarantee loans to you, and the possible effects
on management’s borrowing plans of existing restrictions on additional borrowing or the sufficiency of available collateral,

 · Any formal and/or executed agreement with the major shareholder,

 · The feasibility of your plans to improve operating efficiency and reduce discretionary spending and
the possible direct and indirect effects of reduced or delayed expenditures.

In the mitigation plans identified in the revised
disclosure, we note (i) and (ii) result in transactions with a third party who would also need to accept and agree to the terms of the
underlying plan. To the extent you do not have executed agreements or contracts with third parties related to these mitigation plans and
given management cannot control the actions of a third party, please tell us how you considered these factors in determining that it is
probable management's plans would be effectively implemented. Please refer to ASC 205-40-50-10.

If it is not probable these plans can be executed
to alleviate the condition that give rise to substantial doubt, please provide the disclosures required by ASC 205-40-50-13.

Response: In response to the Staff’s
comment, the Company has disclosed more details of the mitigation plans on page 90.

The Company has determined that cash financing
from the existing lines of credit from banks and shareholder support from a major shareholder will be enough to support normal business
operations for the next twelve months since the issuance of the unaudited condensed consolidated financial statements, and the Company
does not need to extend credit period or obtain new financing facilities based on the current capital situation. Therefore, the Company
does not expect to enter into any terms or restrictions of additional borrowings, and the available collateral is sufficient for the current
lines of credit.

The Company has also implemented the mitigation
measures to increase operating efficiency and reduce discretionary spending, as disclosed on page 90. The effectiveness of such efforts,
to some extent, has been reflected in the operating results for the six months ended December 31, 2023. The Company believes such measures
would effectively improve operating efficiency and reduce discretionary spending without negative impacting the normal business operation
and expansion. Meanwhile, the Company would also actively monitor its R&D expenditure to ensure it is on scale with business development
needs in the long term.

We thank the Staff for its
review of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at
fliu@vcllegal.com or by telephone at (703) 919-7285.

    Very truly yours,

    /s/ Fang Liu

    Fang Liu, Esq.

    VCL Law LLP

 cc: Nan Zheng, Chief Executive Officer
of Webus International Ltd.

United States securities and exchange commission logo
June 12, 2024
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Amendment No. 5 to Registration Statement on Form F-1
Filed May 28, 2024
File No. 333-269684
Dear Zheng Nan:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 17, 2024 letter.
Amendment No. 5 to Registration Statement on Form F-1
Unaudited Condensed Consolidated Financial Statements
1. Organization and principal activities
(b) Capital resource liquidity, page F-37
1.We note your response to comment 2 and your revised disclosure. Please tell us how you
determined it is probable that these plans will be effectively implemented. In your
response, please provide a detailed explanation that addresses the following:

•The availability and terms of new debt financing or availability and terms of existing
debt refinancing, any existing or committed credit arrangements to restructure or
subordinate debt or to guarantee loans to you, and the possible effects on
management’s borrowing plans of existing restrictions on additional borrowing or the
sufficiency of available collateral,

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 June 12, 2024 Page 2
 FirstName LastName
Zheng Nan
Webus International Ltd.
June 12, 2024
Page 2
•Any formal and/or executed agreement with the major shareholder,
•The feasibility of your plans to improve operating efficiency and reduce discretionary
spending and the possible direct and indirect effects of reduced or delayed
expenditures.

In the mitigation plans identified in the revised disclosure, we note (i) and (ii) result
in transactions with a third party who would also need to accept and agree to the terms of
the underlying plan. To the extent you do not have executed agreements or contracts with
third parties related to these mitigation plans and given management cannot control the
actions of a third party, please tell us how you considered these factors in determining that
it is probable management's plans would be effectively implemented. Please refer to ASC
205-40-50-10.

If it is not probable these plans can be executed to alleviate the condition that give rise to
substantial doubt, please provide the disclosures required by ASC 205-40-50-13.
            Please contact Myra Moosariparambil at 202-551-3796 or Craig Arakawa at 202-551-
3650 if you have questions regarding comments on the financial statements and related
matters. Please contact Irene Barberena-Meissner at 202-551-6548 or Kevin Dougherty at 202-
551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Fang Liu. Esq.

CORRESP
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May 28, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:             Myra
Moosariparambil

CraigArakawa

Irene Barberena-Meissner

Kevin Dougherty

Re: Webus International Ltd.

Amendment No. 4 to Registration Statement
on Form F-1

Filed April 22, 2024

File No. 333-269684

Ladies and Gentlemen,

On behalf of our client, Webus International Ltd.
(the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated May 17, 2024, relating to the above
referenced Registration Statement on Form F-1 (“Registration Statement”). The Company is concurrently submitting the
Amendment No. 5 to the Registration Statement on Form F-1 (the “Amendment”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in the Amendment.

Amendment No. 4 to Registration Statement on
Form F-1

Risk Factors

We have a substantial customer concentration,
with a limited number of customers accounting for a substantial portion of our revenues, page 34

1. We note that revenue from each of your packaged
tour service, customized chartered bus service, and commuter shuttle service for the six months ended December 31, 2023 decreased by 55.9%,
88.2%, and 84.3%, respectively, which you disclose is primarily attributable to the adjustment in your business strategy to focus more
on service in the overseas market with a higher gross margin rate and actively scaling down domestic market operations, and with regard
to your commuter shuttle service, primarily attributable to the termination in collaboration with three major customers and your strategic
decision to downsize the operation of your commuter shuttle service. Please revise this risk factor to address your customer terminations
in your commuter shuttle service and any other disruptions to your relationship with major customers caused by your shift to overseas
service in your packaged tour service and customized chartered bus service that you expect to have a material impact on your company.

Response: In response to the Staff’s
comment, the Company has revised the risk factor on page [ ] to disclose details of the customer terminations in its commuter shuttle
service as well as other disruptions to its relationships with major customers caused by its strategic shift to overseas markets and the
material impact on the Company because of such shift.

Unaudited Condensed Consolidated Financial Statements
as of and for the six months ended December 31, 2023

1. Organization and principal activities

(b) Capital resource and liquidity, page F-37

2. We note that you have concluded that certain
conditions raise doubt about your ability to continue as a going concern and that these conditions have been alleviated based on management's
plans which include the consideration of your existing cash balance as of December 31, 2023 and your expectation of financial support
from major shareholders. Please further explain to us how you determined that it was probable that management's plans will mitigate the
conditions that raise substantial doubt under ASC paragraphs 205-40-50-6 through 10. In addition, please expand your disclosure to specify
the actions probable to occur to address each of the current conditions that raise doubt about your ability to continue as a going concern.
For example, your disclosure should specify how you intend to settle bank debt that is coming due in the next twelve months, identify
the specific plans you intend to implement to enhance your operating cash flows and the status of any agreements/commitments of capital
in place with prospective investors or current shareholders. Refer to ASC 205-40-50-12.

Response: In response to the
Staff’s comment, the Company has amended the disclosure on pages 90 and F-37 to elaborate on the management mitigation plan made to
alleviate liquidity pressure and how it address each of the current conditions that raise doubt about the Company’s ability to
continue as a going concern, which includes (a) consideration to make revolving loans within the unexpired credit limits after the
repayment of short-term borrowings or negotiate with the banks to extend credit period according to its actual capital situation as
well as obtaining additional loans, if necessary; (b) financial support from a major shareholder to guarantee the settlement of
payment obligations from operations and debt related commitments for the next twelve months since the issuance of the unaudited
condensed consolidated financial statements, if necessary; and (c) continued efforts to improve operating efficiency and reduce
discretionary spending which may have connections with the planned timing schedule of completing its IPO.

General

3. We note the changes you made to your disclosure
appearing on the cover page, Prospectus Summary and Risk Factor sections relating to legal and operational risks associated with operating
in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the amendment
that was filed on June 29, 2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample
Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence
your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations
and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as defined in
Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also
sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can
change quickly with little advance notice. We do not believe your revised disclosure referencing that uncertainties with respect to the
PRC legal system could adversely affect you conveys the same risk. Please restore your disclosures in these areas to the disclosures as
they existed in the registration statement as of June 29, 2023

Response: In response to the Staff’s
comment, the Company has restored applicable disclosures to the disclosures as they existed in the amendment No. 3 to the registration
statement dated June 29, 2023.

We thank the Staff for its review
of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at fliu@vcllegal.com
or by telephone at (703) 919-7285.

    Very truly yours,

    /s/ Fang Liu

    Fang Liu, Esq.

    VCL Law LLP

    cc:
    Nan Zheng, Chief Executive Officer of Webus International Ltd.

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

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

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 May 17, 2024 Page 3
 FirstName LastName
Zheng Nan
Webus International Ltd.
May 17, 2024
Page 3
            Please contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Craig
Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding comments
on the financial statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Kevin Dougherty, Staff Attorney, at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Fang Liu. Esq.

CORRESP
1
filename1.htm

April 22, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:             Myra Moosariparambil

CraigArakawa

Irene Barberena-Meissner

Kevin Dougherty

Re: Webus International Ltd.

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

Filed June 29, 2023

File No. 333-269684

Ladies and Gentlemen,

On behalf of our client, Webus International Ltd.
(the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated July 11, 2023, relating to the
above referenced Registration Statement on Form F-1 (“Registration Statement”). The Company is concurrently submitting
the Amendment No. 4 to the Registration Statement on Form F-1 (the “Amendment”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in the Amendment.

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

Risk Factors

Any change of regulations and rules by Chinese
government including potential additional requirements on cybersecurity review..., page 53

1. We note your disclosure on the "Measures
for Security Assessment for Outbound Data Transfer", which became effective on September 1, 2022. You further disclose that as of
the date of this prospectus, you have not transferred any user information to places outside of the PRC. In this regard, you also disclose
that as advised by AllBright, you are not currently subject to the outbound data transfer regulations because "Chinese customers
using [y]our services must provide their information on Wetour’s website and applications, which were established and maintained
in the U.S. Therefore, there is no data transferred across the border of PRC by [you]." However, you also disclose that your PRC
users may have the potential needs to make reservations inside PRC and enjoy travel services overseas. Under such circumstances, you disclose
that you may need to transfer user data outside of the PRC to "Wetour" or your overseas business partners to satisfy your PRC
users’ needs and that such user data is mainly the user’s information required for reservation such as the user’s name
and contact information which you believe is not Important Data or sensitive personal information. You disclose though, that if you cumulatively
transfer abroad the personal information of more than 100,000 PRC users, you believe you will be subject to assessment by the CAC. If
you are subject to assessment by the CAC for any reason, and you fail to pass such assessment and/or to comply with the data privacy and
data security requirements raised during such assessment, you disclose that you could be subject to penalties, and incur damage to your
reputation and brand, and harm your business and the results of operations. Please explain in greater detail the nature of the penalties
your company and/or its officers and directors may incur if you fail to pass a CAC assessment and/or are deemed noncompliant with the
data privacy and data security requirements raised during such assessment, and any related impact on your results of operations.

Response:
In response to the Staff’s comment, we have disclosed in detail the potential penalties that may be imposed on our company
and associated individuals, as well as the potential impact on our results of operations if we are unable to pass a CAC assessment or
deemed noncompliant with the applicable data security laws and regulations on pages 57 and 119.

We thank the Staff for its review
of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at fliu@vcllegal.com
or by telephone at (703) 919-7285.

    Very truly yours,

    /s/ Fang Liu

    Fang Liu, Esq.

    VCL Law LLP

    cc:
    Nan Zheng, Chief Executive Officer of Webus International Ltd.

United States securities and exchange commission logo
April 2, 2024
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Registration Statement on Form F-1
Filed February 10, 2023
File No. 333-269684
Dear Zheng Nan:
            It has been more than nine months since you last amended this registration statement and
it is now out of date. Within 30 days from the date of this letter, you should either:
•amend it to comply with the applicable requirements of the Securities Act of 1933, the rules
and regulations under the Act, and the requirements of the form; or
•file a request for withdrawal.
             If you requested confidential treatment for portions of any exhibits to your registration
statement and you request withdrawal of that registration statement, please submit a concurrent
request for withdrawal of your application for confidential treatment.
            If you do not amend the registration statement or file a request for withdrawal (or provide
us with a satisfactory explanation of why you have not done either) within 30 days, we may enter
an order declaring the registration statement abandoned under rule 479 of the Act.
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 April 2, 2024 Page 2
 FirstName LastName
Zheng Nan
Webus International Ltd.
April 2, 2024
Page 2
Division of Corporation Finance
Office of Energy & Transportation
cc:       Cogency Global Inc.
            CERTIFIED MAIL
            RETURN RECEIPT REQUESTED

United States securities and exchange commission logo
July 11, 2023
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed June 29, 2023
File No. 333-269684
Dear Zheng Nan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-1
Risk Factors
Any change of regulations and rules by Chinese government including potential additional
requirements on cybersecurity review..., page 53
1. We note your disclosure on the "Measures for Security Assessment for Outbound Data
Transfer", which became effective on September 1, 2022.  You further disclose that as of
the date of this prospectus, you have not transferred any user information to places outside
of the PRC.  In this regard, you also disclose that as advised by AllBright, you are not
currently subject to the outbound data transfer regulations because "Chinese customers
using [y]our services must provide their information on Wetour’s website and
applications, which were established and maintained in the U.S. Therefore, there is no
data transferred across the border of PRC by [you]." However, you also disclose that your

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 July 11, 2023 Page 2
 FirstName LastName
Zheng Nan
Webus International Ltd.
July 11, 2023
Page 2
PRC users may have the potential needs to make reservations inside PRC and enjoy travel
services overseas. Under such circumstances, you disclose that you may need to transfer
user data outside of the PRC to "Wetour" or your overseas business partners to satisfy
your PRC users’ needs and that such user data is mainly the user’s information required
for reservation such as the user’s name and contact information which you believe is not
Important Data or sensitive personal information. You disclose though, that if you
cumulatively transfer abroad the personal information of more than 100,000 PRC users,
you believe you will be subject to assessment by the CAC. If you are subject to
assessment by the CAC for any reason, and you fail to pass such assessment and/or to
comply with the data privacy and data security requirements raised during such
assessment, you disclose that you could be subject to penalties, and incur damage to your
reputation and brand, and harm your business and the results of operations. Please explain
in greater detail the the nature of the penalties your company and/or its officers and
directors may incur if you fail to pass a CAC assessment and/or are deemed non-
compliant with the data privacy and data security requirements raised during such
assessment, and any related impact on your results of operations.
            You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Craig
Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding
comments on the financial statements and related matters. Please contact Irene Barberena-
Meissner, Staff Attorney, at 202-551-6548 or Kevin Dougherty, Staff Attorney, at 202-551-3271
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Fang Liu. Esq.

CORRESP
1
filename1.htm

June 29, 2023

VIA EDGAR

Irene Barberena-Meissner, Esq.

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Webus International Ltd.

Amendment No. 2 to Registration Statement on Form F-1

Filed April 4, 2023

File No. 333-269684

Dear Ms. Barberena-Meissner,

On behalf of our client, Webus International Ltd.
(the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated April 17, 2023, relating to the
above referenced Registration Statement on Form F-1 (“Registration Statement”). The Company is concurrently submitting
the Amendment No. 3 to the Registration Statement on Form F-1 (the “Amendment”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in the Amendment.

Amendment No. 2 to Registration Statement on
Form F-1

Cover Page

1. We note your disclosure here and elsewhere in
your prospectus regarding the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises, which
you term the "New Overseas Listing Rules." As these Trial Measures became effective on March 31, 2023, please update your disclosure
and disclose how, if at all, the Trial Measures apply to this transaction, whether you and relevant parties to this transaction have complied
with your obligations under the Trial Measures, and the risks to

investors of non-compliance.

Response: In response to the Staff’s
comment, the Company has updated the disclosures regarding the Trial Administrative Measures in the Amendment.

We thank the Staff for its review
of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at fliu@vcllegal.com
or by telephone at (703) 919-7285.

    Very truly yours,

    /s/ Fang Liu

    Fang Liu, Esq.

    VCL Law LLP

    cc:
    Nan Zheng, Chief Executive Officer of Webus International Ltd.

United States securities and exchange commission logo
April 17, 2023
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed April 4, 2023
File No. 333-269684
Dear Zheng Nan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Cover Page
1.We note your disclosure here and elsewhere in your prospectus regarding the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic
Enterprises, which you term the "New Overseas Listing Rules."  As these Trial Measures
became effective on March 31, 2023, please update your disclosure and disclose how, if at
all, the Trial Measures apply to this transaction, whether you and relevant parties to this
transaction have complied with your obligations under the Trial Measures, and the risks to
investors of non-compliance.
            You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Craig
Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding comments

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 April 17, 2023 Page 2
 FirstName LastName
Zheng Nan
Webus International Ltd.
April 17, 2023
Page 2
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Kevin Dougherty, Staff Attorney, at 202-551-3271 with any other
questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Fang Liu. Esq.

CORRESP
1
filename1.htm

April 4, 2023

VIA EDGAR

Irene Barberena-Meissner, Esq.

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Webus International Ltd.

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

Filed March 17, 2023

File No. 333-269684

Dear Ms. Barberena-Meissner,

On behalf of our client, Webus International Ltd.
(the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated March 28, 2023, relating to the
above referenced Amendment No. 1 to Registration Statement on Form F-1 (“Amendment No. 1”). The Company is concurrently
submitting the Amendment No. 2 to the Registration Statement on Form F-1 (the “Amendment No. 2”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Amendment No. 1), all page references
herein correspond to the page of the Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in the Amendment No. 2.

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

Use of Proceeds, page 63

    1.
    We note your disclosure that you plan to use approximately $3.0 million of the proceeds for general corporate purposes and approximately $8.0 million of the proceeds for working capital for your China operations, including but not limited to sale and marketing expenses, and research and development expenses for your Wetour digital platform related products and services.  Please revise to more specifically identify the principal intended uses of the net proceeds and provide the estimated amount you intend to allocate to each identified purpose.  For example, discuss if any of the proceeds will be used to advance the "Business Strategies" disclosed on page 4.  If you do not have a current specific plan for the proceeds of this offering, please discuss the principal reasons for offering and how you determined the size of the offering.  Refer to Item 4.A of Form F-1 and Item 3.C of Item 20-F.

Response: In response to the Staff’s
comment, the Company has revised the “Use of Proceeds” section to disclose detailed plans and how those plans advance its
business strategies.

Index to Consolidated Financial Statements

Note 13. Subsequent Event, page F-48

    2.
    Please update the date through which subsequent events were evaluated. Refer to ASC 855-10-50-1 and ASC 855-10-S99-2.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page F-48 of the Revised Registration Statement to update the date through which subsequent
events were evaluated.

We thank the Staff for its review
of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at fliu@vcllegal.com
or by telephone at (703) 919-7285.

    Very truly yours,

    /s/ Fang Liu

    Fang Liu, Esq.

    VCL Law LLP

    cc:
    Nan Zheng, Chief Executive Officer of Webus International Ltd.

United States securities and exchange commission logo
March 28, 2023
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed March 17, 2023
File No. 333-269684
Dear Zheng Nan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1
Use of Proceeds, page 63
1.We note your disclosure that you plan to use approximately $3.0 million of the proceeds
for general corporate purposes and approximately $8.0 million of the proceeds for
working capital for your China operations, including but not limited to sale and marketing
expenses, and research and development expenses for your Wetour digital platform
related products and services.  Please revise to more specifically identify the principal
intended uses of the net proceeds and provide the estimated amount you intend to allocate
to each identified purpose.  For example, discuss if any of the proceeds will be used to
advance the "Business Strategies" disclosed on page 4.  If you do not have a current
specific plan for the proceeds of this offering, please discuss the principal reasons for
offering and how you determined the size of the offering.  Refer to Item 4.A of Form F-1

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 March 28, 2023 Page 2
 FirstName LastName
Zheng Nan
Webus International Ltd.
March 28, 2023
Page 2
and Item 3.C of Item 20-F.
Index to Consolidated Financial Statements
Note 13. Subsequent Event, page F-48
2.Please update the date through which subsequent events were evaluated. Refer to ASC
855-10-50-1 and ASC 855-10-S99-2.
            You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Craig
Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Kevin Dougherty, Staff Attorney, at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Fang Liu. Esq.

CORRESP
1
filename1.htm

March 17,
2023

VIA EDGAR

Irene Barberena-Meissner, Esq.

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Webus International Ltd.

Registration Statement on Form F-1

Filed February 10, 2023

File No. 333-269684

Dear Ms. Barberena-Meissner,

On behalf of our client, Webus International Ltd.
(the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated February 24, 2023, relating to
the above referenced Registration Statement on Form F-1 (“Registration Statement”). The Company is concurrently submitting
the Amendment No.1 to the Registration Statement on Form F-1 (the “Amendment No.1”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in the Amendment.

Registration Statement on Form F-1

Risk Factors

    1.
    We note that you removed disclosure that was responsive to comment 5 from our December 22, 2022 letter in this public filing. Accordingly, we re-issue such comment. In particular, please disclose if at some point as you have the personal information of more than one million users after listing, or if you believe at any repeat registration statement, or merger, restructuring or other transaction you could be subject to a Cybersecurity Review or must report for such a review at that time.

Response: We note the Staff’s comment,
and in response hereto, respectfully advise that the Company has added the disclosures as follows:

“AllBright further advises us that if at any
time in the future, a competent government authority determines that our data processing activities may affect national security, we may
be subject to the cybersecurity review. If, at any time in the future, we reach the threshold of holding the personal information of more
than one million users, we will voluntarily apply for Cybersecurity Review even though we are not explicitly required to do so. If we
reach the threshold of holding the personal information of more than one million users after listing, we do not believe we will be subject
to a Cybersecurity Review or must apply for such a review for any repeat registration statement, merger, restructuring, or other transaction
based on AllBright’s advice.”

Liquidity and Capital Resources, page 89

    2.
    We note your disclosure that "[a]s of the date of this prospectus, [you] have mortgaged a building of RMB34,791,400 ($5,044,279) to obtain line of credit from Rural Commercial Bank in the amount of RMB7,000,000 ($1,014,905) with a three-year term from June 24, 2022 to June 23, 2025, and RMB5,200,000 ($753,929) with a five-year term from September 8, 2022 to September 7, 2027." Please expand your disclosure to describe all the material terms of the agreements underlying these lines of credit. In addition, file these agreements as exhibits to your registration statement or tell us why you believe you are not required to do so. Refer to Item 8.a. of Form F-1 and Item 601(b)(10) of Regulation S-K.

Response:
In response to the Staff’s comments, the Company has revised the disclosure on page 89 of the Amendment No.1 to amend the material
terms of the agreement underlying this line of credit. The Company has expanded disclosure to describe all the material terms of the
agreements underlying these lines of credit and has filed the agreements as an exhibit to the Amendment No.1.

Regulations Relating to Cyber Security and Data
Security

The Measures for Security Assessment for Outbound
Data Transfer , page 114

    3.
    We note that you removed disclosure that was responsive to comment 9 from our December 22, 2022 letter in this public filing. Accordingly, we re-issue such comment. In particular, we note your disclosure that you do not anticipate transferring any user information outside of the PRC after the offering. Please revise to discuss instances when you would need to transfer user data outside of the PRC, if applicable.

Response: We note the Staff’s comment,
and in response hereto, respectfully advise that the Company has added the disclosures as follows:

“Furthermore, with the gradual relaxation of
policies on the prevention and control of COVID-19 in the PRC, we anticipate outbound travel by PRC residents will increase significantly.
Correspondingly, although we do not anticipate transferring any user information outside of the PRC after the offering, our PRC users
may have the potential needs to make reservations inside PRC and enjoy travel services overseas. Under such circumstances, we may need
to transfer user data outside of the PRC to Wetour or our overseas business partners to satisfy our PRC users’ needs and such user
data is mainly the user’s information required for reservation such as the user’s name and contact information which we believe
is not Important Data or sensitive personal information; if we cumulatively transfer abroad the personal information of more than 100,000
PRC users, we believe we will be subject to assessment by the CAC.”

We thank the Staff for its review
of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at fliu@vcllegal.com
or by telephone at (703) 919-7285.

    Very truly yours,

    /s/ Fang Liu

    Fang Liu, Esq.

    VCL Law LLP

    cc:
    Nan Zheng, Chief Executive Officer of Webus International Ltd.

United States securities and exchange commission logo
February 24, 2023
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Registration Statement on Form F-1
Filed Feburary 10, 2023
File No. 333-269684
Dear Zheng Nan:
            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 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 F-1
Risk Factors
Any change of regulations and rules by Chinese government including potential additional
requirements on cybersecurity review..., page 53
1.We note that you removed disclosure that was responsive to comment 5 from our
December 22, 2022 letter in this public filing.  Accordingly, we re-issue such comment.
In particular, please disclose if at some point as you have the personal information of
more than one million users after listing, or if you believe at any repeat registration
statement, or merger, restructuring or other transaction you could be subject to a
Cybersecurity Review or must report for such a review at that time.

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 February 24, 2023 Page 2
 FirstName LastName
Zheng Nan
Webus International Ltd.
February 24, 2023
Page 2
Liquidity and Capital Resources, page 89
2.We note your disclosure that "[a]s of the date of this prospectus, [you] have mortgaged a
building of RMB34,791,400 ($5,044,279) to obtain line of credit from Rural Commercial
Bank in the amount of RMB7,000,000 ($1,014,905) with a three-year term from June 24,
2022 to June 23, 2025, and RMB5,200,000 ($753,929) with a five-year term from
September 8, 2022 to September 7, 2027."  Please expand your disclosure to describe all
the material terms of the agreements underlying these lines of credit.  In addition, file
these agreements as exhibits to your registration statement or tell us why you believe you
are not required to do so.  Refer to Item 8.a. of Form F-1 and Item 601(b)(10) of
Regulation S-K.
Regulations Relating to Cyber Security and Data Security
The Measures for Security Assessment for Outbound Data Transfer , page 114
3.We note that you removed disclosure that was responsive to comment 9 from our
December 22, 2022 letter in this public filing.  Accordingly, we re-issue such comment. In
particular,  we note your disclosure that you do not anticipate transfering any user
information outside of the PRC after the offering.  Please revise to discuss instances when
you would need to transfer user data outside of the PRC, if applicable.
            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.
            You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Craig
Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Kevin Dougherty, Staff Attorney, at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Fang Liu. Esq.

CORRESP
1
filename1.htm

February 10, 2023

VIA EDGAR

Irene Barberena-Meissner, Esq.

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Webus International Ltd.

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

Submitted January 3, 2023

CIK No. 0001941158

Dear Ms. Barberena-Meissner,

On behalf of our client, Webus International
Ltd. (the “Company”), we submit this letter in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter
dated January 26, 2023, relating to the above referenced Amendment No. 3 to the Draft Registration Statement on Form F-1
(“Amended Draft Registration Statement No. 3”). The Company is concurrently submitting the Registration Statement on Form F-1 (the “Registration Statement”).

For the Staff’s convenience, the
Staff’s comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company.
Except for any page references appearing in the headings or the Staff’s comments (which are references to the Amended Draft
Registration Statement No. 3), all page references herein correspond to the page of the Amended Draft Registration Statement No. 3.
Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Amended Draft Registration
Statement No. 3.

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

Cover Page

    1.
    It does not appear you revised disclosure in response to prior comment 1. Refrain from using terms such as “we” or “our” when describing the activities or functions of your VIE throughout the prospectus. In this regard, we note your disclosure on page I that substantially all the company's business is conducted by Youba Tech, the VIE in the PRC, and its subsidiary Webus Travel Agency.

Response: We note the Staff’s comment,
and in response hereto, respectfully advise that the Company has removed terms such as “we” or “our” from the Registration Statement when describing activities or functions of a VIE.

Our Industry, page 88

    2.
    It does not appear you revised disclosure in response to prior comment 8. Please revise your disclosure to include balancing language to emphasize the prospective nature of the CAGR projections you include in this section derived from the Frost & Sullivan report you commissioned in September 2022.

Response: We note the Staff’s comment,
and in response hereto, respectfully advise that the Company has revised the Registration Statement to include balancing language
to emphasize the prospective nature of the CAGR projections.

We thank the Staff for its
review of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at
fliu@vcllegal.com or by telephone at (703) 919-7285.

    Very truly yours,

    /s/ Nan Zheng

    Nan Zheng

    Chief Executive Officer

    cc:
    Fang Liu, Esq. VCL Law LLP

United States securities and exchange commission logo
January 26, 2023
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted Janurary 3, 2023
CIK No. 0001941158
Dear Zheng Nan:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 22, 2022 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Cover Page
1.It does not appear you revised disclosure in response to prior comment 1.  Refrain from
using terms such as “we” or “our” when describing the activities or functions of your VIE
throughout the prospectus.  In this regard, we note your disclosure on page i
that substantially all the company's business is conducted by Youba Tech, the VIE in the
PRC, and its subsidiary Webus Travel Agency.
Our Industry, page 88
2.It does not appear you revised disclosure in response to prior comment 8.  Please revise

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 January 26, 2023 Page 2
 FirstName LastName
Zheng Nan
Webus International Ltd.
January 26, 2023
Page 2
your disclosure to include balancing language to emphasize the prospective nature of the
CAGR projections you include in this section derived from the Frost & Sullivan report
you commissioned in September 2022.
            You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the financial statements and related matters.  Please contact Irene Barberena-
Meissner, Staff Attorney, at (202) 551-6548 or Kevin Dougherty, Staff Attorney, at (202) 551-
3271 with any other questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Fang Liu. Esq.

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

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

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

United States securities and exchange commission logo
November 23, 2022
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted October 31, 2022
CIK No. 0001941158
Dear Zheng Nan:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your revised disclosure in response to prior comment 1 and reissue the comment.
Refrain from using terms such as “we” or “our” when describing activities or functions of
a VIE throughout your prospectus.
2.We note your revised disclosure in response to prior comment 2 that, as of the date of this
prospectus, none of your subsidiaries has made any dividend payment or distribution to
the holding company.  Please expand to disclose whether any transfers, dividends, or
distributions have been made to date between the holding company, its subsidiaries, and

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 November 23, 2022 Page 2
 FirstName LastNameZheng Nan
Webus International Ltd.
November 23, 2022
Page 2
consolidated VIEs and quantify the amounts where applicable.  In this regard, we note
your disclosure here that the cash transfer among the holding company and its subsidiaries
is typically transferred through dividends, capital contributions or intercompany loans
between the holding company and its subsidiaries.  We also note your disclosure on page
40 that you rely principally on dividends, other distributions or intercompany loans paid
by the WFOE or Wetour for your cash needs, including paying dividends and other cash
distributions to your Shareholders, servicing any debt you and the VIE may incur and
paying your and the VIE’s operating expenses.
3.We note your revised disclosure in response to prior comment 6 here and elsewhere in
your prospectus that you are the beneficiary of the remaining "50% equity interests" in
Youba Tech through contractual arrangements with Youba Tech and Individual
Registered Shareholders (“50% VIE Interests”).  Please refrain from using the term
"equity interest" when referring to your VIE interests in Youba Tech through contractual
arrangements with Youba Tech and Individual Registered Shareholders.
Risk Factor Summary, page 5
4.We note your revised disclosure in response to prior comment 3 and reissue the comment.
Please revise your summary of risk factors to disclose the significant liquidity risks that
your corporate structure and being based in and having the majority of the Company’s
operations in China poses to investors with cross-references to the more detailed
discussion of these risks in the prospectus.
Transfer of Cash to and From Our Subsidiaries and the VIE, page 12
5.We note your revised disclosure in response to prior comment 7 and reissue the comment
in part.  You disclose that there has been no cash flows and transfers of other assets
among the holding company, its subsidiaries, and VIE and its subsidiary.  You further
disclose that none of your subsidiaries and the VIE and its subsidiary has made any
dividend payment or distribution to the holding company as of the date this prospectus,
and they have no plans to make any distribution or dividend payment to the holding
company in the near future. This disclosure continues to appear inconsistent with your
disclosure on your cover page that the cash transfer among the holding company and its
subsidiaries is typically transferred through dividends, capital contributions or
intercompany loans between the holding company and its subsidiaries, and that funds may
be paid by the VIE and its subsidiary to the WFOE as service fees according to the VIE
agreements.  It is also inconsistent with your disclosure on page 40 that you rely
principally on dividends, other distributions or intercompany loans paid by the WFOE or
Wetour for your cash needs, including paying dividends and other cash distributions to
our Shareholders, servicing any debt you and the VIE may incur and paying your and the
VIE’s operating expenses.  Please revise to address this apparent inconsistency.
6.We note you revised disclosure in response to prior comment 9 and reissue the comment.
Please revise to clearly disclose the restrictions and limitations on your ability to distribute

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 November 23, 2022 Page 3
 FirstName LastNameZheng Nan
Webus International Ltd.
November 23, 2022
Page 3
earnings from the company, including your subsidiaries and/or the consolidated VIEs, to
the parent company and U.S. investors as well as the ability to settle amounts owed under
the VIE agreements.  In this regard, we note your disclosure is unclear regarding the
restrictions and limitations on your ability to distribute earnings from the VIE and its
subsidiary to the parent company and how you settle amounts owed under the VIE
agreements.
Any change of regulations and rules by Chinese government including potential additional
requirements on cybersecurity review..., page 51
7.We note your response to prior comment 11, and we-issue our comment in part. You
disclose that while you are not an CIIO as defined in the Review Measures, you are
probably deemed to be a DPO engaging in data processing activities. However, you
disclose that you are not subject to cybersecurity review as you do not process personal
data for more than one million individuals under Cyber Data Security Measure (Draft),
and based on your business patterns and development plans, the number of individuals
whose personal data is held by you is unlikely to reach the threshold of one million within
the upcoming two years.  If your business continues to expand beyond those initial two
years, and you eventually process personal data for more than one million individuals,
please explain the ramifications for your business if you cross that threshold, such as if
you could be subject to a cybersecurity review by the Cybersecurity Review Office. There
also appears a myriad of other regulations as discussed under "Regulations Relating to
Cyber Security and Data Security" on page 107 that can apply to you if you cross the
threshold of one million individuals personal data.  Finally, if you reach the threshold of
processing one million individuals personal data within the normal growth of your
business over time, disclose if you believe you will be able to continue to conduct your
business as structured, accept foreign investments, and/or remain listed and traded on a
U.S. or other foreign exchange after that time.
Risk Factors
Risks Related to Our Ordinary Shares and This Offering
The market price for our ordinary shares may be volatile., page 54
8.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Please revise this risk factor to address the potential for rapid price
volatility and any known factors particular to your offering that may add to this risk and
discuss the risks to investors when investing in stock where the price is changing rapidly.
Clearly state that such volatility may make it difficult for prospective investors to assess
the rapidly changing value of your stock.

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 November 23, 2022 Page 4
 FirstName LastNameZheng Nan
Webus International Ltd.
November 23, 2022
Page 4
Our Industry, page 88
9.We note your revised disclosure in response to prior comment 15 and reissue the comment
in part.  Please revise to include balancing language to emphasize the prospective nature
of the CAGR projections you include in this section derived from the Frost & Sullivan
report you commissioned in September 2022.
Regulations Relating to Cyber Security and Data Security, page 107
10.In terms of regulations subject to companies that process over one million individuals
personal data, you disclose that the Draft Data Security Regulations requires data
processors processing over one million individuals personal information to comply with
rules on processors of important data, including but not limited to carrying out the data
security assessment annually and file the report with competent authorities. While you
disclose that you have below one million individuals personal data at this time, please
discuss if you have designated a person in charge of data security, have set up a security
management department, and/or conduct regular risk assessment for your processing
activities.
11.We note your disclosure of the "Measures for Security Assessment for Outbound Data
Transfer," in terms of a data handler processing the personal information of more than one
million individuals, that such entity will have to, through the local Cyberspace
Administration at the provincial level, apply to the State Cyberspace Administration for
security assessment for the outbound data transfer in certain circumstances. Please discuss
if under your corporate structure once this offering is effective, you anticipate that you
would regularly transfer user information outside of the PRC such that you would be
subject to these restrictions to the extent your business grows to process over one millions
individuals personal data. If you don't anticipate regularly transferring user information
outside of the PRC, please discuss instances when you would need to transfer user data
outside of the PRC, if applicable.
12.In terms of your tour service in North America under the brand name “Wetour," please
disclose where you retain or house such users' personal information, and discuss the
applicability of such "Wetour" users' personal data to the the PRC's regulations relating to
Cyber Security and Data Security.
Note 7. Share-based compensation, page F-23
13.We note your response to comment 17 and reissue the comment, in part.  We note you
determined the fair value of restricted stock units using the market approach. Please
disclose the significant assumptions used to estimate the fair value, including the expected
term, expected volatility, expected dividends and risk-free interest rates in accordance
with ASC 718-10-50-2(f)(2).

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 November 23, 2022 Page 5
 FirstName LastName
Zheng Nan
Webus International Ltd.
November 23, 2022
Page 5
            You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the financial statements and related matters. Please contact Irene Barberena-
Meissner, Staff Attorney, at (202) 551-6548 or Kevin Dougherty, Staff Attorney, at (202) 551-
3271 with any other questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Fang Liu

United States securities and exchange commission logo
October 20, 2022
Zheng Nan
Chief Executive Officer
Webus International Ltd.
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Re:Webus International Ltd.
Draft Registration Statement on Form F-1
Submitted September 23, 2022
CIK No. 0001941158
Dear Zheng Nan:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure here that as used in this prospectus, “we”, “us”, or “our” refers to
Webus and its subsidiaries.  We also note you disclose on page 1 that references to “we”,
“us”, the “Company” or the “Group” are to Webus, Youbus International, Webus HK, and
the WFOE, as a group.  Revise to 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.

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 October 20, 2022 Page 2
 FirstName LastNameZheng Nan
Webus International Ltd.
October 20, 2022
Page 2
2.Please disclose your intentions to distribute earnings or settle amounts owed under the
VIE agreements.  Also, state whether any transfers, dividends, or distributions have been
made to date between the holding company, its subsidiaries, and consolidated VIEs and
quantify the amounts where applicable.  In this regard, we note your disclosure that cash
transfers among the holding company and its subsidiaries is typically transferred through
payment for intercompany product sales and services or intercompany loans between
holding company and subsidiaries.  We also note your disclosure on page 40 that you rely
principally on dividends and other distributions paid by your subsidiaries in China for
your cash needs, including paying dividends and other cash distributions to your
shareholders, servicing any debt you and the VIE may incur, and paying your and the
VIE’s operating expenses.

Please also provide cross-references to the condensed consolidating schedule and the
consolidated financial statements.
Prospectus Summary
Risks Related to Doing Business in China, page 6
3.Please revise your summary of risk factors to disclose the significant liquidity risks that
your corporate structure and being based in and having the majority of the Company’s
operations in China poses to investors with cross-references to the more detailed
discussion of these risks in the prospectus.
4.We note your disclosure that "[a]ny change of regulations and rules by Chinese
government may intervene or influence [your] operations in China at any time and any
additional control over offerings conducted overseas and/or foreign investment in issuers
with Chinese operations could result in a material change in [your] business operations
and/or the value of [your] ordinary shares and could significantly limit or completely
hinder [your] ability to offer [your] ordinary shares to investors and cause the value of
such securities to significantly decline."  Please revise to clarify that 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 and that such actions by the Chinese government could cause the cause the value
of your securities to significantly decline or "be worthless."
Corporate Structure and Structure, page 9
5.Please revise your corporate structure diagram to identify clearly the entity in which
investors are purchasing their interest and the entities in which the Company’s operations
are conducted.  Describe how this type of corporate structure may affect investors and the
value of their investment, including how and why the contractual arrangements may be
less effective than direct ownership and that the company may incur substantial costs to
enforce the terms of the arrangements.  Disclose the uncertainties regarding the status of
the rights of the Cayman Islands holding company with respect to its contractual
arrangements with the VIE, its founders and owners, and the challenges the Company may

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 Comapany NameWebus International Ltd.
 October 20, 2022 Page 3
 FirstName LastNameZheng Nan
Webus International Ltd.
October 20, 2022
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face enforcing these contractual agreements due to legal uncertainties and jurisdictional
limits.
6.Please refrain from implying that the contractual agreements by and among WFOE, the
VIE, and Individual Registered Shareholders are equivalent to equity ownership in the
business of the VIE and revise your disclosure where you may indicate an equity
ownership in the VIE.  In this regard, we note on the cover page you disclose you are a
"beneficiary of the remaining 50% equity ownership in Youba Tech through contractual
arrangements with Youba Tech and Individual Registered Shareholders" and you hold
"50% equity interests and 50% VIE Interests in the VIE."  In addition you disclose on
pages 1, 37, 76 and 95 that you "hold 50% equity interests of the VIE.”
Transfer of Cash to and From Our Subsidiaries, page 12
7.We note your disclosure that there has been no cash flows and transfers of other assets
between the holding company and its subsidiaries, other than that as of the date of this
prospectus, Youba Tech, your consolidated entity, has paid approximately $890,000 for
expenses related to this public offering of Webus as intercompany loans and not as the
dividend payment or distribution.  We also note your disclosure that none of your
subsidiaries has made any dividend payment or distribution to your holding company as of
the date this prospectus and they have no plans to make any distribution or dividend
payment to the holding company in the near future, and that neither the Company nor any
of its subsidiaries has made any dividends or distributions to U.S. investors as of the date
of this prospectus.  Please revise to distinguish between the holding company and its
subsidiaries and the VIE and its subsidiaries.  Also, note this disclosure appears
inconsistent with your disclosure on your cover page that cash transfers among the
holding company and its subsidiaries is typically transferred through payment for
intercompany product sales and services or intercompany loans between holding company
and subsidiaries and your disclosure on page 40 that you rely principally on dividends and
other distributions paid by your subsidiaries in China for your cash needs, including
paying dividends and other cash distributions to our shareholders, servicing any debt
you and the VIE may incur, and paying your and the VIE’s operating expenses.  Please
revise to address this apparent inconsistency.
8.You disclose here that currently, you don’t have any intentions to distribute earnings or
settle amounts owed under your operating structure other than the agreements entered
under normal business operation as discussed above.  Please clarify whether this includes
the distribution of earnings or settling of amounts owed under the VIE agreements.
9.Please expand your disclosure here to describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries and/or the
consolidated VIEs, to the parent company and U.S. investors as well as the ability to settle
amounts owed under the VIE agreements.

 FirstName LastNameZheng Nan
 Comapany NameWebus International Ltd.
 October 20, 2022 Page 4
 FirstName LastNameZheng Nan
Webus International Ltd.
October 20, 2022
Page 4
Risk Factors
The Holding Foreign Companies Accountable Act, or the HFCAA, and the related regulations
are evolving quickly, page 48
10.We note your disclosure here that your auditor is headquartered in Manhattan, New York,
and is subject to inspection by the PCAOB on a regular basis with the last inspection in
2020. You disclose that "[t]herefore, we believe that, as of the date of this prospectus, our
auditors are not subject to the PCAOB determinations." Please also address here your
earlier disclosure on your cover page and page 15 that your auditor was not included in
the determinations made by the  PCAOB on December 16, 2021 and address how this
factored into your belief that you are not subject to the PCAOB determinations as of the
date of this prospectus.
Any change of regulations and rules by Chinese government including potential additional
requirements on cybersecurity review..., page 51
11.We note your disclosure about the Administration Measures for Cyber Data Security
(Draft for Public Comments), or the “Cyber Data Security Measure (Draft)” published on
November 14, 2021. You disclose that you are not an CIIO as defined in the Review
Measures but that you are probably deemed to be a DPO engaging in data processing
activities. You further disclose that you are not subject to cybersecurity review as you do
not process personal data for more than one million individuals under Cyber Data Security
Measure (Draft). Please discuss the extent to which you grow your business and service
more customers, do you expect to process personal data for more than one million
individuals, or clarify if that is not a risk of your business.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of Years Ended June 30, 2021 and 2022, page 79
12.We note you have experienced significant growth in your operations in the most recent
fiscal year and have attributed increases in revenue and cost of revenues to general factors
such as new customers, business development efforts, and maintaining cooperation
agreements and collaborations with local agents and fleet operators. Please revise the
discussion and analysis of operating results to specifically identify and quantify the key
drivers contributing to the increase in revenue and cost of revenues for each period
presented.  Refer to Item 5.A of Form 20-F, Item 303 of Regulation S-K and SEC Release
No. 33-8350.
13.We note you experienced a decline in gross margin from 13.5% for the year ended June
30, 2021 to 6.8% for the year ended June 30, 2022.  You disclose the decline in margin
was mainly driven by the rapid growth of customized chartered bus service and packaged
tour service for which you strategically set relatively lower gross margin rates at start-up
stage of these businesses to attract more customers, gain market share and improve

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 Comapany NameWebus International Ltd.
 October 20, 2022 Page 5
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Webus International Ltd.
October 20, 2022
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profitability in the long term.  Please further clarify how you have strategically set lower
gross margin rates.  To the extent you are offering incentives, promotions or discounts as a
method to increase revenue, please explain.  In addition, to the extent you intend to revise
your gross margin strategy in future periods, please expand your disclosure to include the
expected impact of your change on future operating results.  Refer to Item 5.A of Form
20-F, Item 303(b)(2)(ii) of Regulation S-K and SEC Release No. 33-8350.
Liquidity and Capital Resources, page 82
14.We note your disclosure that "as of the date of this prospectus, you have obtained a line of
credit in the amount of RMB7,000,000 ($1,045,072) from Rural Commercial Bank, with a
three-year term from June 24, 2022 to June 23, 2025."  Please expand your disclosure to
describe all the material terms of the agreement underlying this line of credit.  In addition,
file this agreement as an exhibit to your registration statement or tell us why you believe
you are not required to do so.  Refer to Item 8.a. of Form F-1 and Item 601(b)(10) of
Regulation S-K.
Industry
Overview of North American Intercity Travel Market, page 93
15.We note that you have included numerous CAGR projections in this section derived from
the Frost & Sullivan report you commissioned in September 2022.  Please revise your
disclosure to describe the assumptions underlying these projections and to include
balancing language to emphasize the prospective nature of these growth rates.  For
example, we note your disclosure stating that "[i]n the forecast period, the [intercity travel
by intercity bus market size] is expected to increase from USD0.9 billion to USD1.8
billion with a CAGR of approximately 17.4%, which is higher than that of total intercity
travel market in North America."
Our Business
Our Online Platforms, page 98
16.You disclose that you deliver your China’s Collective Mobility Service (“CMS”) product
offerings primarily through your online platforms, which predominately comprise (i) your
WeChat-based mini programs and other third-party partners, (ii) your mobile apps, and
(iii) your websites.  Please explain whether the manner in which a customer accesses your
platform affects the way in which you derive revenues. For example, explain if you
receive a lower percentage of revenue from your WeChat-based mini programs or other
third-party partners than from your services accessed through your own mobile app.
Please also discuss the extent to which you can continue to provide user-centered services
after the service is ordered on third-party partners such as WeChat-based mini programs,
including the ability to push notifications such as pre-trip alerts to such users. As part of
this, discuss, for example, if user data entered on third-party partners such as WeChat-
based mini programs remains with such third-parties like Tencent, or if you are able to

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 Comapany NameWebus International Ltd.
 October 20, 2022 Page 6
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Webus International Ltd.
October 20, 2022
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pull user data to your platform such that you can continue to interact with the users and
perform data-analysis and other functions to improve your services.
Note 2(r). Government grants, page F-18
17.You disclose on page 82 that you recorded RMB 850,000 as other income, net during the
year ended June 30, 2022 from government subsidies.  Please disclose the nature of the
transaction and the related accounting policies used to account for the transaction. Please
also identify whether the amount has been received or where it is captured in the balance
sheet as of June 30, 2022. To the extent a receivable was recorded, please further clarify
why you believe recognition in the year ended June 30, 2022 is appropriate, including
explanation of any terms that would indicate the Group has complied with the required
conditions outlined by the government. In addition, please clarify if this is a subsidy as
indicated at page 82 or a grant as disclosed at Note 2(r) and revise your disclosure to use
consistent terminology.
Note 4. Property and equipment, page F-21
18.We note in June 2022, you recorded the transfer of a building from a major shareholder to
Youba Tech for RM 34,791,400.  We also note the asset balances for electronic equipment
and office equipment increased from June 30, 2021 to June 30, 2022.  Given your