SecProbe.io

CORRESP
 1
 filename1.htm

 Meiwu
Technology Company Limited

 Unit
304-3, No. 19, Wanghai Road, Siming District

 Xiamen,
Fujian, People's Republic of China, 361000

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:
 Nicholas
 O'Leary
 Margaret
 Sawicki

 February
20, 2026

 Re:
 Meiwu
 Technology Company Limited

 Registration
 Statement on Form F-3, as amended, (File No. 333-292111)

 Initially
 Filed on December 12, 2025

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Meiwu Technology Company Limited (the " Company ") hereby
requests acceleration of effectiveness of the above referenced Registration Statement, so that it will become effective at 4:30 p.m.,
Eastern Time, on February 24, 2026, or as soon as thereafter practicable.

 Very
truly yours,

 /s/
 Zhichao Yang

 Name:
 Zhichao
 Yang

 Title:
 Chief
 Executive Officer

 cc:
 Joan
 Wu, Esq.

 Hunter
 Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

Meiwu
Technology Company Limited

1602,
Building C, Shenye Century Industrial Center

No.
743 Zhoushi Road, Hangcheng Street,

Bao’an
District,

Shenzhen,
People’s Republic of China

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Aliya
    Ishmukhamedova

    Jan
    Woo

November
26, 2024

    Re:
    Meiwu
    Technology Company Limited

    Registration
    Statement on Form F-1 (File No. 333-282379)

    Initially
    Filed on September 27, 2024

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Meiwu Technology Company Limited (the “Company”) hereby requests
acceleration of effectiveness of the above referenced Registration Statement, so that it will become effective at 4:00 p.m., Eastern
Time, on November 27, 2024, or as soon as thereafter practicable.

Very
truly yours,

    /s/
    Changbin Xia

    Name:
    Changbin
    Xia

    Title:
    Chairman
    of the Board

    cc:
    Joan
    Wu, Esq.

    Hunter
    Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

Meiwu Technology Company Limited

1602,
Building C, Shenye Century Industrial Center

No.
743 Zhoushi Road, Hangcheng Street,

Bao’an
District,

Shenzhen,
People’s Republic of China

November
18, 2024

VIA
EDGAR

Aliya
Ishmukhamedova

Jan
Woo

Division
of Corporation Finance

Office
of Technology

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Meiwu
    Technology Company Limited

    Registration
    Statement on Form F-1

    Filed
    October 25, 2024

    File
    No. 333-282379

Ladies
and Gentlemen:

Meiwu
Technology Company Limited (“we” or the “Company”) is hereby providing responses to comments of the Staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued on November 7, 2024 regarding the
Company’s Amendment No. 1 to Registration Statement on Form F-1 that was filed with the Commission on October 25, 2024 (the “Staff’s
Letter”).

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

Cover
Page

    1.
    Please
    revise the cover page and the Plan of Distribution to indicate the price at which Changbin Xia, the Chairman of the company, will
    offer the 30 million ordinary shares for resale. We note your disclosure that Mr. Xia will sell the ordinary shares on behalf of
    the company as well as himself. Clarify whether Mr. Xia will simultaneously offer and sell the shares by the company and the shares
    he holds in his personal capacity. If so, disclose any conflicts of interest.

RESPONSE:
In response to the Staff’s comment, we respectfully revised on the cover page and the Plan of Distribution to disclose that
the Chairman may sell his shares at prevailing market prices or privately negotiated prices, at prevailing market prices at the time
of the sale, at varying prices determined at the time of sale or at negotiated prices. In addition, Mr. Xia will enter into a certain
lock-up agreement with the Company on the effective date of the registration statement, pursuant to which, he will not sell his shares
for a period of 180 days following the effective date. Therefore, Mr. Xia will not simultaneously offer and sell the shares by the Company
and the shares he holds in his personal capacity. He will begin selling his shares after the closing of the Company’s primary offering.
As a result, we believe there will not be a conflict of interest. We revised on the Cover Page and the Plan of Distribution accordingly
to disclose this.

********

If
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing please don’t hesitate
to contact us.

    Sincerely,

    Meiwu
    Technology Company Limited

    By:

    /s/
    Changbin Xia

    Name:
    Changbin
    Xia

    Title:

    Chairman

November 7, 2024
Changbin Xia
Chairman
Meiwu Technology Co Ltd.
1602, Building C, Shenye Century Industrial Center
No. 743 Zhoushi Road, Hangcheng Street,
Bao’an District,
Shenzhen, People’s Republic of China
Re:Meiwu Technology Co Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed October 25, 2024
File No. 333-282379
Dear Changbin Xia:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe 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. 1 to Registration Statement on Form F-1
Cover Page
1.Please revise the cover page and the Plan of Distribution to indicate the price at
which Changbin Xia, the Chairman of the company, will offer the 30 million ordinary
shares for resale.  We note your disclosure that Mr. Xia will sell the ordinary shares
on behalf of the company as well as himself.  Clarify whether Mr. Xia will
simultaneously offer and sell the shares by the company and the shares he holds in his
personal capacity.  If so, disclose any conflicts of interest.

November 7, 2024
Page 2
            Please contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at 202-551-3453
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Joan Wu, Esq.

CORRESP
1
filename1.htm

Meiwu
Technology Company Limited

1602,
Building C, Shenye Century Industrial Center

No.
743 Zhoushi Road, Hangcheng Street,

Bao’an
District,

Shenzhen,
People’s Republic of China

October
24, 2024

VIA
EDGAR

Aliya
Ishmukhamedova

Jan
Woo

Division
of Corporation Finance

Office
of Technology

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Meiwu Technology Company Limited

    Registration
        Statement on Form F-1

    Filed
    September 27, 2024

    File No. 333-282379

Ladies
and Gentlemen:

Meiwu
Technology Company Limited (“we” or the “Company”) is hereby providing responses to comments of the Staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued on October 9, 2024 regarding the Company’s
Registration Statement on Form F-1 that was filed with the Commission on September 27, 2024 (the “Staff’s Letter”).

Registration
Statement on Form F-1

Cover
Page

    1.
    We note
    that this is a best-efforts offering of up to 60,000,000 ordinary shares, but you are also registering the issuance of 50% of the
    total offering shares to Mr. Xia, the chairman of the company. It appears that an offer was made and commitment obtained from Mr.
    Xia and other unaffiliated purchasers under a securities purchase agreement prior to the filing of this registration statement. Please
    explain why you believe the registration of the primary issuance of these shares by the company to Mr. Xia is appropriate. For guidance,
    refer to Securities Act Sections Compliance and Disclosure Interpretation 134.03.

RESPONSE:
In response to the Staff’s comment, we respectfully confirmed with the Staff that the Company has entered into a securities
purchase agreement with Mr. Xia on October 22, 2024 for the sale of 30,000,000 ordinary shares for an aggregate purchase price
of $24,000,000. The transaction was closed on October 22, 2024. We have revised the registration statement accordingly
to be for the offering of up to 30,000,000 ordinary shares by us on a best-efforts basis, and for the offer and resale of 30,000,000
ordinary shares by Mr. Xia.

    2.
    We note the disclosures
    throughout your registration statement, including on the cover page, that your offering of ordinary shares will be at an “assumed”
    public offering price. Please revise to clarify that the offering price will be fixed for the duration of this offering. Since you
    are not Form S-3 eligible, it does not appear that you are eligible to conduct an at-the-market offering under Rule 415 under the
    Securities Act.

RESPONSE:
In response to the Staff’s comment, we revised throughout the prospectus to clarify that the offering price will be fixed for
the duration of the primary offering of 30,000,000 ordinary shares.

General

    3.
    Please provide the plan
    of distribution information required by Item 508 of Regulation S- K.

RESPONSE:
In response to the Staff’s comment, we provided the plan of distribution information accordingly.

********

If
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing please don’t hesitate
to contact us.

    Sincerely,

    Meiwu Technology Company Limited

    By:
    /s/
    Changbin Xia

    Name:
    Changbin Xia

    Title:
    Chairman

October 9, 2024
Changbin Xia
Chairman
Meiwu Technology Co Ltd
1602, Building C, Shenye Century Industrial Center
No. 743 Zhoushi Road, Hangcheng Street,
Bao’an District,
Shenzhen, People’s Republic of China
Re:Meiwu Technology Co Ltd
Registration Statement on Form F-1
Filed September 27, 2024
File No. 333-282379
Dear Changbin Xia:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form F-1 filed September 27, 2024
Cover page
1.We note that this is a best-efforts offering of up to 60,000,000 ordinary shares, but
you are also registering the issuance of 50% of the total offering shares to Mr. Xia,
the chairman of the company. It appears that an offer was made and commitment
obtained from Mr. Xia and other unaffiliated purchasers under a securities purchase
agreement prior to the filing of this registration statement. Please explain why you
believe the registration of the primary issuance of these shares by the company to Mr.
Xia is appropriate. For guidance, refer to Securities Act Sections Compliance and
Disclosure Interpretation 134.03.
We note the disclosures throughout your registration statement, including on the cover 2.

October 9, 2024
Page 2
page, that your offering of ordinary shares will be at an "assumed" public offering
price. Please revise to clarify that the offering price will be fixed for the duration of
this offering.  Since you are not Form S-3 eligible, it does not appear that you are
eligible to conduct an at-the-market offering under Rule 415 under the Securities Act.
General
3.Please provide the plan of distribution information required by Item 508 of Regulation
S- K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at 202-551-3453
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Joan Wu, Esq.

United States securities and exchange commission logo
March 12, 2024
Zihao Liu
Chief Financial Officer
Meiwu Technology Company Limited
1602, Building C, Shenye Century Industrial Center
No. 743 Zhoushi Road , Hangcheng Street
Bao’an District
Shenzhen, People’s Republic of China
Re:Meiwu Technology Company Limited
Form 20-F for Fiscal Year Ended December 31, 2022
File No. 001-39803
Dear Zihao Liu:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Meiwu
Technology Company Limited

1602,
Building C, Shenye Century Industrial Center

No.
743 Zhoushi Road, Hangcheng Street,

Bao’an
District

Shenzhen,
People’s Republic of China

February
28, 2024

VIA
EMAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
DC 20549

    Attn:

    Robert
    Shapiro

    Lyn
    Shenk

    Re:
    Meiwu
    Technology Company Limited

    Amendment
    No. 2 to Form 20-F for Fiscal Year Ended December 31, 2022

    File
    No. 001-39803

Dear
Mr. Shapiro and Mr. Shenk:

Meiwu
Technology Company Limited (the “Company”, “WNW,” “Meiwu”, “we”,
“us” or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated January 29, 2024 regarding our Form 20-F, as amended,
for fiscal year ended December 31, 2022. For ease of reference, we have repeated the Commission’s comments in this response and
numbered them accordingly.

Amendment
No. 2 to Form 20-F

Item
3. Key Information

Our
Corporate Structure, page 3

1. We
                                            note the structure charts you added in response to comment 4. Please provide your proposed
                                            revised disclosure that adds a footnote to disclose the 40% ownership of Heme Yulin.

Response:
In response to the Staff’s comment, please find below the proposed revision to include a footnote that explicitly details
the 40% ownership of Heme Yulin.

*

(1)
The 49% equity interests of Wude Shanghai are owned by Shenzhen Heme Enterprise Consulting Partnership (Limited Partnership), a limited
partnership organized under the laws of the PRC.

(2)
The 49% equity interests of Heme Brand are owned by Yafang Liu (25%) and Guoming Huang (24%).

(3)
The 30% equity interests of Jiayuan Liquo are owned by Kun Xu (21%) and Xi ‘an Senli Huinong Agricultural Technology Co. Ltd. (9%)

(4)
The 40% equity interests of Heme Yulin are owned by Taotao Shu.

Permission
or Approval Required from the PRC Authorities for the VIE’s Operations, page 9

2. We
                                            note your response and revised disclosure in response to prior comment 5. With respect to
                                            your PRC counsel, we note your revised disclosure “as confirmed by our PRC counsel,
                                            Dacheng ... .” If true, please provide your proposed revised disclosure that states
                                            that you relied on the “opinion” of counsel. Please make the same changes to
                                            your disclosure in response to prior comment 8 as well. Additionally, with respect to the
                                            uncertainty and consequences of any future actions of the PRC government, please provide
                                            your proposed revised disclosure to include the risk and related consequences if you do not
                                            receive or maintain such permissions or approvals. In this light, we point you to our original
                                            comment 8 in the comment letter dated August 11, 2023, to “ ... please revise to describe
                                            the consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do
                                            not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
                                            permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations
                                            change and you are required to obtain such permissions or approvals in the future.”
                                            (Emphasis added).

Response:
In response to the Staff’s comment, we proposed to revise the disclosure referencing our PRC counsel’s opinions as follows
(revised language in italic):

“Based
on the opinion of our PRC counsel, Beijing Dacheng Law Offices, LLP (Fuzhou) (“Dacheng”), …”

In
addition, we proposed to revise the disclosure relating to the consequences to us as follows (revised language in italic):

We
are subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that we do not
receive or maintain such permissions or approvals, or we inadvertently conclude that the permission or approvals discussed here are
not required, that applicable laws, regulations or interpretations change such that we or the VIE, or any of its subsidiaries is required
to obtain approvals in the future, or that the PRC government could disallow our holding company structure, which would likely result
in a material change in our operations, including our ability to continue our existing holding company structure, carry on our current
business, accept foreign investments, and continue to offer securities to our investors. These adverse actions could cause the value
of our Ordinary Shares to significantly decline or become worthless. We may also be subject to penalties and sanctions imposed by the
PRC regulatory agencies, including the CSRC, if we fail to comply with such rules and regulations, which would likely adversely affect
the ability of our securities to be listed on the U.S. exchange, which would likely cause the value of our securities to significantly
decline or become worthless.

Selected
Condensed Consolidated Financial Schedule of Meiwu Technology Company Limited, its subsidiaries and the VIE, page 54

3. We
                                            note your revisions in response to comment 9. Please confirm that your annual report for
                                            the year ended December 31, 2023 will include similar revisions in your Consolidation of
                                            Variable Interest Entity disclosure in Note 3 to your financial statements.

Response:
In response to the Staff’s comment, we confirmed that our annual report for the year ended December 31, 2023 will include similar
revisions in the Consolidation of Variable Interest Entity disclosure in Note 3 to the financial statements.

Notes
to Consolidated Financial Statements

Note
12. Equity, page F-29

4. We
                                            note your response to comment 12. Please revise your disclosure of the $9.6 million of consideration
                                            to be delivered to the sellers in the Yuanxing acquisition on December 12, 2022 to reconcile
                                            with the $2,640,000 acquisition purchase price for the issuance of 12 million ordinary shares
                                            disclosed in Note 4.

Response:
In response to the Staff’s comment, we will revise our disclosure in the annual report for the year ended December 31, 2023
to reconcile $9.6 million of consideration to be delivered to the sellers in the Yuanxing acquisition on December 12, 2022 with the
$2,640,000 acquisition purchase price for the issuance of 12 million ordinary shares disclosed in Note 4.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Joan Wu, Esq. of Hunter Taubman Fischer & Li LLC, at (212) 530-2208.

    Sincerely,

    By:
    /s/
    Zihao Liu

    Zihao
                                            Liu

    Chief
    Financial Officer

    Meiwu
    Technology Company Limited

    cc:

    Joan
    Wu, Esq.

    Hunter
    Taubman Fischer & Li LLC

United States securities and exchange commission logo
January 29, 2024
Zihao Liu
Chief Financial Officer
Meiwu Technology Company Limited
1602, Building C, Shenye Century Industrial Center
No. 743 Zhoushi Road , Hangcheng Street
Bao’an District
Shenzhen, People’s Republic of China
Re:Meiwu Technology Company Limited
Amendment No. 2 to Form 20-F for Fiscal Year Ended December 31, 2022
File No. 001-39803
Dear Zihao Liu:
            We have reviewed your December 27, 2023 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our November 20, 2023
letter.
Amendment No. 2 to Form 20-F
Item 3. Key Information
Our Corporate Structure, page 3
1.We note the structure charts you added in response to comment 4. Please provide your
proposed revised disclosure that adds a footnote to disclose the 40% ownership of Heme
Yulin.

 FirstName LastNameZihao Liu
 Comapany NameMeiwu Technology Company Limited
 January 29, 2024 Page 2
 FirstName LastName
Zihao Liu
Meiwu Technology Company Limited
January 29, 2024
Page 2
Permission or Approval Required from the PRC Authorities for the VIE's Operations, page 9
2.We note your response and revised disclosure in response to prior comment 5. With
respect to your PRC counsel, we note your revised disclosure "as confirmed by our PRC
counsel, Dacheng ... ." If true, please provide your proposed revised disclosure that states
that you relied on the "opinion" of counsel. Please make the same changes to your
disclosure in response to prior comment 8 as well. Additionally, with respect to the
uncertainty and consequences of any future actions of the PRC government, please
provide your proposed revised disclosure to include the risk and related consequences if
you do not receive or maintain such permissions or approvals. In this light, we point you
to our original comment 8 in the comment letter dated August 11, 2023, to " ... please
revise to describe the consequences to you and your investors if you, your subsidiaries, or
the VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such permissions or approvals are not required, or (iii) applicable laws,
regulations, or interpretations change and you are required to obtain such permissions or
approvals in the future." (Emphasis added).
Selected Condensed Consolidated Financial Schedule of Meiwu Technology Company Limited,
its subsidiaries and the VIE, page 54
3.We note your revisions in response to comment 9. Please confirm that your annual report
for the year ended December 31, 2023 will include similar revisions in your Consolidation
of Variable Interest Entity disclosure in Note 3 to your financial statements.
Notes to Consolidated Financial Statements
Note 12. Equity, page F-29
4.We note your response to comment 12. Please revise your disclosure of the $9.6 million of
consideration to be delivered to the sellers in the Yuanxing acquisition on December 12,
2022 to reconcile with the $2,640,000 acquisition purchase price for the issuance of 12
million ordinary shares disclosed in Note 4.
            Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Cara Wirth at 202-551-7127 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Meiwu
Technology Company Limited

1602, Building C, Shenye Century Industrial Center

No.
743 Zhoushi Road, Hangcheng Street,

Bao’an
District

Shenzhen,
People’s Republic of China

December
27, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
DC 20549

    Attn:
    Robert
    Shapiro

    Lyn
    Shenk

    Re:
    Meiwu
Technology Company Limited

    Amended No.1 to Form 20-F for the Fiscal Year Ended December 31, 2022

    File
    No. 001-39803

Mr.
Shapiro and Mr. Shenk:

Meiwu
Technology Company Limited (the “Company”, “WNW,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”), dated November 20, 2023 regarding our Form 20-F, as amended,
for fiscal year ended December 31, 2022. For ease of reference, we have repeated the Commission’s comments in this response and
numbered them accordingly.

Amendment
No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022

Introduction,
page 1

    1.
    We
    note your revised disclosure in response to prior comment 1 and we reissue it in part. Please revise to disclose clearly the entity
    (including the domicile) in which investors are purchasing an interest.

Response:
In response to the Staff’s comments, we have revised the disclosures on pages 3, 52, 92, and 93 accordingly.

Item
3. Key Information, page 3

Our
Corporate Structure, page 3

    2.
    We
    note your revised disclosure in response to prior comment 2 and we reissue it in part. Please provide proposed revised disclosure
    that your corporate structure involves unique risks to investors and also please revise to include the title of the relevant risk
    factor(s) in your cross-reference.

Response:
In response to the Staff’s comment, we have revised the disclosures on page 3 accordingly.

    3.
    We
    note your revised disclosure in response to comment 3. Please revise your cross-reference to the risk factors to include the title
    of the risk factor(s) that you are referencing.

Response:
In response to the Staff’s comment, we have revised the disclosures on page 5 accordingly.

    4.
    We
    note your revised disclosure in response to prior comment 5. In future amendments, please revise to provide a clear graphic of your
    structure chart.

Response:
In response to the Staff’s comment, we have revised the disclosures on pages 3, 51, 90, 92 accordingly.

Permission
or Approval Required from the PRC Authorities for the VIE’s Operation, page 9

    5.
    We
    note your revised disclosure in response to prior comment 8, specifically we note your statement “[i]n summary, we, our subsidiaries,
    the VIE or the VIE’s subsidiaries are not required to obtain permission or approval from the PRC authorities including CSRC
    or CAC for the operation of the VIE or its subsidiaries, nor have we, our subsidiaries, the VIE, or any of the VIE’s subsidiaries
    received any denial.” Please revise to state whether you are relying on the opinion of PRC counsel in making this statement.
    If you are not relying on the opinion of counsel, please revise to state as much and explain why not. Additionally, where you discuss
    the risks of uncertainty and consequences of any future actions of the PRC government, please revise to include the risk and related
    consequences if you do not receive or maintain such permissions or approvals.

Response:
In response to the Staff’s comment, we have revised the disclosures on pages 10 and 98 accordingly. We respectfully inform the
Staff that we also disclosed that “we are subject to the risks of uncertainty of any future actions of the PRC government in this
regard including the risk that we inadvertently conclude that the permission or approvals discussed here are not required, that applicable
laws, regulations or interpretations change such that we or the VIE, or any of its subsidiaries is required to obtain approvals in the
future, or that the PRC government could disallow our holding company structure, which would likely result in a material change in our
operations, including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments,
and continue to offer securities to our investors.”

D.
Risk Factors

Summary
of Risk Factors, page 11

    6.
    We
    note your revised disclosure in response to prior comment 4 and reissue it in part. Please also amend your summary risk factors to
    state that, to the extent cash/assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds/assets may not
    be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions
    and limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash/assets.

Response:
In response to the Staff’s comment, we have revised the disclosures on page 12 accordingly.

Risks
Related to Doing Business in the People’s Republic of China, page 13

    7.
    We
    note your revised disclosure in response to prior comment 7 and we reissue it in part. Please revise the cross-references in the
    Summary of Risk Factors to include the title of the risk factor(s) that you are referencing.

Response:
We respectfully inform the Staff that the titles of the risk factors referenced were included in the Summary of Risk Factors section.

Recent
Greater oversight by the Cyberspace Administration of China ..., page 34

    8.
    We
    note your revised disclosure in response to prior comment 12, specifically that you were “advised by [y]our PRC counsel, Dacheng
    ... .” Please revise to disclose whether you are relying on the opinion of counsel in this context. If you are not relying
    on the opinion of counsel, please revise to state as much and explain why not.

Response:
In response to the Staff’s comment, we have revised the disclosures to be “as confirmed by our PRC counsel, Dacheng …”.
We are relying on the opinion of counsel in this context.

Selected
Condensed Consolidated Financial Schedule of Meiwu Technology Company Limited,

its
subsidiaries and the VIE, page 54

    9.
    We
    note your revised disclosure in response to prior comment 9 and we reissue it in part. Please revise your selected condensed consolidated
    financial schedule to include a separate column for the WFOE, Guo Gang Tong, and also revise the schedule to present major line items,
    including cost of revenue and separate line items for intercompany receivables and investment in subsidiaries. The objective of this
    disclosure is to allow an investor to evaluate the nature of assets held by, and the operations of, entities apart from the VIE,
    as well as the nature and amounts associated with intercompany transactions. Any intercompany amounts should be presented on a gross
    basis and when necessary, additional disclosure about such amounts should be included in order to make the information presented
    not misleading. Please make corresponding changes to your Consolidation of Variable Interest Entity disclosure starting on page F-13
    as well.

Response:
In response to the Staff’s comment, we have revised the structure chart on page 54 accordingly.

Management’s
Report on Internal Control Over Financial Reporting, page 136

    10.
    Please
revise to disclose the material weaknesses identified by management in your internal control over financial reporting (ICFR) and the
efforts undertaken to remediate consistent with your disclosures on page 45. Refer to Item 308(a)(3) of Regulation S-K.

Response:
In response to the Staff’s comment, we have revised the disclosures on page 137 accordingly.

Note
4 - Acquisitions, page F-24

    11.
    We
note your revised disclosures in response to prior comment 17. Please disclose the amounts of revenue and earnings from your 2022 acquisitions
since the acquisition date included in the consolidated statements of operations for the year ended December 31, 2022, and the supplemental
pro forma financial information of revenues and earnings from these acquisitions as if these transactions had been completed at January
1, 2022. It appears revenues from technology services were generated from your 2022 acquisition of Mahao on June 23, 2022 based on disclosures
on pages 103 and 104. Refer to ASC 805-10-50-2(h).

Response:
In response to the Staff’s comment, we have revised the structure chart on page F-24 accordingly.

    12.
    Referencing
                                            the Yuanxing acquisition on December 12, 2022, please reconcile the aggregated purchase price
                                            of $2,640,000 for the issuance of 12 million ordinary shares with the disclosure of consideration
                                            of $9.6 million (or $.80 per share) for a total of 12 million ordinary shares in Note 12
                                            on page F-29. Also explain how you determined the fair value for the consideration issued
                                            on December 12, 2022 as it appears Meiwu’s shares were trading at $1.49 per share on
                                            that date. Please revise and advise us.

    Response:
    In response to the Staff’s comment, the Company’s stock price showed a significant downward trend when the stock purchase
    agreement of Yuanxing acquisition was signed in December 2022. The Company decided to issue restricted shares as consideration for
    ther acquisition, and the parties to the purchase agreement assessed that there may be a high possibility of the stock price would
    decrease in the six months following the closing of the acquisition. Therefore, the parties agreed on a discount to the trading price
    of Meiwu’s shares through negotiation and the board of directors of Meiwu has approved the consideration.

Note
8. Goodwill, page F-25

    13.
    Please
reconcile the goodwill impairment charge of $6,596,636 in fiscal year 2022 with the $6,244,555 presented in your consolidated statement
of cash flows for the year ended December 31, 2022 and the $7,558,289 impairment charge for fiscal year 2022 disclosed on page F-17.

Response:
In response to the Staff’s comment, we have revised the disclosures on page F-17 accordingly. The amount of $6,596,636 was calculated
by the exchange rate of USD to RMB on the acquisition date of 6.3763 and the amount of $6,244,555 calculated by the average exchange
rate of USD to RMB for the year ended December 31, 2022 of 6.729.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our
counsel, Joan Wu, Esq. at jwu@htflawyers.com or by telephone at (212) 530-2208.

    Very
    truly yours,

    /s/
    Zihao Liu

    Zihao
    Liu

    Chief
    Financial Officer

    cc:
    Joan
    Wu, Esq.

    Hunter
    Taubman Fischer & Li LLC

United States securities and exchange commission logo
November 20, 2023
Zihao Liu
Chief Financial Officer
Meiwu Technology Company Ltd
1602, Building C, Shenye Century Industrial Center
No. 743 Zhoushi Road , Hangcheng Street
Bao’an District
Shenzhen, People’s Republic of China
Re:Meiwu Technology Company Limited
Amendment No. 1 to Form 20-F for Fiscal Year Ended December 31, 2022
File No. 001-39803
Dear Zihao Liu:
            We have reviewed your October 18, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our August 11, 2023
letter.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022
Introduction, page 1
1.We note your revised disclosure in response to prior comment 1 and we reissue it in part.
Please revise to disclose clearly the entity (including the domicile) in which investors are
purchasing an interest.
Item 3. Key Information
Our Corporate Structure, page 3
2.We note your revised disclosure in response to prior comment 2 and we reissue it in part.
Please provide proposed revised disclosure that your corporate structure involves unique
risks to investors and also please revise to include the title of the relevant risk factor(s) in
your cross-reference.

 FirstName LastNameZihao Liu
 Comapany NameMeiwu Technology Company Ltd
 November 20, 2023 Page 2
 FirstName LastName
Zihao Liu
Meiwu Technology Company Ltd
November 20, 2023
Page 2
3.We note your revised disclosure in response to comment 3. Please revise your cross-
reference to the risk factors to include the title of the risk factor(s) that you are
referencing.
4.We note your revised disclosure in response to prior comment 5. In future amendments,
please revise to provide a clear graphic of your structure chart.
Permission or Approval Required from the PRC Authorities for the VIE's Operation, page 9
5.We note your revised disclosure in response to prior comment 8, specifically we note your
statement "[i]n summary, we, our subsidiaries, the VIE or the VIE’s subsidiaries are not
required to obtain permission or approval from the PRC authorities including CSRC or
CAC for the operation of the VIE or its subsidiaries, nor have we, our subsidiaries, the
VIE, or any of the VIE’s subsidiaries received any denial." Please revise to state whether
you are relying on the opinion of PRC counsel in making this statement. If you are not
relying on the opinion of counsel, please revise to state as much and explain why
not. Additionally, where you discuss the risks of uncertainty and consequences of any
future actions of the PRC government, please revise to include the risk and related
consequences if you do not receive or maintain such permissions or approvals.
D. Risk Factors
Summary of Risk Factors, page 11
6.We note your revised disclosure in response to prior comment 4 and reissue it in part.
Please also amend your summary risk factors to state that, to the extent cash/assets in the
business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds/assets may not
be available to fund operations or for other use outside of the PRC/Hong Kong due to
interventions in or the imposition of restrictions and limitations on the ability of you, your
subsidiaries, or the consolidated VIEs by the PRC government to transfer cash/assets.
Risks Related to Doing Business in the People's Republic of China, page 13
7.We note your revised disclosure in response to prior comment 7 and we reissue it in part.
Please revise the cross-references in the Summary of Risk Factors to include the title of
the risk factor(s) that you are referencing.
Recent Greater oversight by the Cyberspace Administration of China ..., page 34
8.We note your revised disclosure in response to prior comment 12, specifically that you
were "advised by [y]our PRC counsel, Dacheng ... ." Please revise to disclose whether you
are relying on the opinion of counsel in this context. If you are not relying on the opinion
of counsel, please revise to state as much and explain why not.

 FirstName LastNameZihao Liu
 Comapany NameMeiwu Technology Company Ltd
 November 20, 2023 Page 3
 FirstName LastName
Zihao Liu
Meiwu Technology Company Ltd
November 20, 2023
Page 3
Selected Condensed Consolidated Financial Schedule of Meiwu Technology Company Limited,
its subsidiaries and the VIE, page 54
9.We note your revised disclosure in response to prior comment 9 and we reissue it in
part. Please revise your selected condensed consolidated financial schedule to include a
separate column for the WFOE, Guo Gang Tong, and also revise the schedule to present
major line items, including cost of revenue and separate line items for intercompany
receivables and investment in subsidiaries. The objective of this disclosure is to allow an
investor to evaluate the nature of assets held by, and the operations of, entities apart from
the VIE, as well as the nature and amounts associated with intercompany transactions.
Any intercompany amounts should be presented on a gross basis and when necessary,
additional disclosure about such amounts should be included in order to make the
information presented not misleading. Please make corresponding changes to your
Consolidation of Variable Interest Entity disclosure starting on page F-13 as well.
Management's Report on Internal Control Over Financial Reporting, page 136
10.Please revise to disclose the material weaknesses identified by management in your
internal control over financial reporting (ICFR) and the efforts undertaken to remediate
consistent with your disclosures on page 45.  Refer to Item 308(a)(3) of Regulation S-K.
Note 4 - Acquisitions, page F-24
11.We note your revised disclosures in response to prior comment 17.  Please disclose the
amounts of revenue and earnings from your 2022 acquisitions since the acquisition date
included in the consolidated statements of operations for the year ended December 31,
2022, and the supplemental pro forma financial information of revenues and earnings
from these acquisitions as if these transactions had been completed at January 1, 2022.  It
appears revenues from technology services were generated from your 2022 acquisition of
Mahao on June 23, 2022 based on disclosures on pages 103 and 104.  Refer to ASC 805-
10-50-2(h).
12.Referencing the Yuanxing acquisition on December 12, 2022, please reconcile the
aggregated purchase price of $2,640,000 for the issuance of 12 million ordinary shares
with the disclosure of consideration of $9.6 million (or $.80 per share) for a total of 12
million ordinary shares in Note 12 on page F-29. Also explain how you determined the
fair value for the consideration issued on December 12, 2022 as it appears Meiwu's shares
were trading at $1.49 per share on that date. Please revise and advise us.
Note 8. Goodwill, page F-25
13.Please reconcile the goodwill impairment charge of $6,596,636 in fiscal year 2022 with
the $6,244,555 presented in your consolidated statement of cash flows for the year ended
December 31, 2022 and the $7,558,289 impairment charge for fiscal year 2022 disclosed
on page F-17.

 FirstName LastNameZihao Liu
 Comapany NameMeiwu Technology Company Ltd
 November 20, 2023 Page 4
 FirstName LastName
Zihao Liu
Meiwu Technology Company Ltd
November 20, 2023
Page 4
            Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jennie Beysolow at 202-551-8108 or Cara Wirth at 202-551-7127 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Meiwu Technology Company Limited

1602, Building C, Shenye Century Industrial
Center

No. 743 Zhoushi Road, Bao’an District
Shenzhen

People’s Republic
of China

October
18,  2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
DC 20549

    Attn:
    Robert
    Shapiro

    Lyn
    Shenk

    Re:
    Meiwu
                                            Technology Company Limited

                                            Form 20-F for the Fiscal Year Ended December 31, 2022

    Filed
    May 12, 2023

    File
    No. 001-39803

Mr.
Shapiro and Mr. Shenk:

Meiwu
Technology Company Limited (the “Company”, “WNW,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”), dated August 11, 2023 regarding our Form 20-F for fiscal
year ended December 31, 2022. For ease of reference, we have repeated the Commission’s comments in this response and numbered them
accordingly.

Form
20-F for the Fiscal Year Ended December 31, 2022

Introduction,
page 1

    1.
    It
    appears that your definition of “we,” “us,” “our company,” “our,” “the Company,”
    and “Meiwu” includes your VIEs, Wunong Technology (Shenzhen) Co., Ltd and Meiwu Zhishi Technology (Shenzhen) Co., Ltd.
    Refrain from using terms such as “we” or “our” when describing activities or functions of a VIE. For example,
    disclose, if true, that your subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for accounting
    purposes but is not an entity in which you own equity, and that the holding company does not conduct operations. Disclose clearly
    the entity (including the domicile) in which investors are purchasing an interest. We also note that you have excluded Hong Kong
    and Macau from your definition of “China.” Please clarify that the “legal and operational” risks associated
    with operating in China also apply to operations in Hong Kong/Macau.

Response:
In response to the Staff’s comments, we have excluded the VIEs from the definition of “we”, “us”, “our”,
“the Company”, and “Meiwu”. We have also revised our definition of “PRC” or “China” on
page 1. Since the Company does not have any operations in Hong Kong or Macau, we did not
include statements clarifying that the legal and operational risks associated with operating in China also apply to operations in Hong
Kong and Macau.

Item
3. Key Information, page 3

    2.
    We
    note your disclosure at the top of page three. Please revise to state that you are not a Chinese operating company but a British
    Virgin Islands holding company with operations conducted by your subsidiaries and through contractual arrangements with a variable
    interest entity based in China and that this structure involves unique risks to investors. Additionally, if true, disclose here that
    these contracts have not been tested in court. Explain whether the VIE structure is used to provide investors with exposure to foreign
    investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose
    that investors may never hold equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese
    regulatory authorities could disallow this structure, which would likely result in a material change in your operations and/or a
    material change in the value of the securities you are registering for sale, including that it could cause the value of such securities
    to significantly decline or become worthless. Provide a cross-reference to your detailed discussion of risks facing the company and
    the offering as a result of this structure.

Response:
In response to the Staff’s comment, we have revised the statement at the onset of Item 3. Key Information on page 3.

    3.
    We
    note your disclosure on pages five and six. Please revise to disclose the location of your auditor’s headquarters and whether
    and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations
    will affect your company. Please include cross-reference to the associated risk factors.

Response:
In response to the Staff’s comment, we have revised the disclosure on page 5 to include the location of our auditor’s headquarter
and the disclosure of the risks associated with the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
Act, 2023 and related regulations.

    4.
    We
                                            note your disclosure on page seven.

    Please
    disclose your intentions to distribute earnings or settle amounts owed under the VIE agreements. State whether any transfers, dividends,
    or distributions have been made to date between the holding company, its subsidiaries, and consolidated VIEs, or to investors, and
    quantify the amounts where applicable. Provide cross-references to the condensed consolidating schedule and the consolidated financial
    statements. Quantify any dividends or distributions that a subsidiary or consolidated VIE have made to the holding company and which
    entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the
    source, and their tax consequences. Also, please amend your disclosure here, in the summary risk factors, and in the risk factors
    section to state that, to the extent cash/assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds/assets
    may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of
    restrictions and limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer
    cash/assets. Additionally, to the extent you have cash management policies that dictate how funds are transferred between you, your
    subsidiaries, the consolidated VIEs or investors, summarize the policies here and disclose the source of such policies; alternatively,
    state that you have no such cash management policies that dictate how funds are transferred.

Response:
In response to the Staff’s comment, we have revised the disclosures on pages 7 and 97 accordingly.

    5.
    Please
    revise your structure chart to use dashed lines (without arrows) to denote relationships with the VIE. Additionally, we note two
    entities that denote a 51% ownership interest. Please revise to state the persons or entities that own the remaining 49% interest.

Response:
In response to the Staff’s comment, we have revised the structure chart and stated the persons or entities that own the remaining
49% interest on pages 3, 91 and 93.

    6.
    We
    note your statement on page 44 that “ ... we intend to treat Meiwu Shenzhen as being owned by us for United States federal
    income tax purposes, not only because we exercise effective control over the operation of these entities but also because we are
    entitled to substantially all of their economic benefits ... “ and your statement on page 129 that “... we are entitled
    to the economic benefits associated with Meiwu Shenzhen ... .” In these instances and throughout your annual report, please
    revise so that any references to control or benefits that accrue to you because of the VIE are limited to a clear description of
    the conditions you have satisfied for consolidation of the VIE under U.S. GAAP. Please also disclose, if true, that the VIE agreements
    have not been tested in a court of law.

Response:
In response to the Staff’s comment, we have revised the disclosure on pages 48 and 133.

    7.
    We
    note your Summary Risk Factors. Please revise to specifically discuss risks arising from the legal system in China, including risks
    and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance
    notice. Also, please revise your cross-references in this section to include the title of the relevant risk factor, not just the
    page number on which the risk factor appears.

Response:
In response to the Staff’s comment, we have revised the Summary Risk Factors and our Risk Factors accordingly on pages 13 and
30. We respectfully inform the Staff that the cross-references in the Summary Risk Factors included the title of the relevant risk factors
and the page numbers on which such risk factor appears.

    8.
    We
    note your disclosure on page eight titled “Permission or Approval Required from the PRC Authorities for the VIE’s Operation.”
    Please revise to include a discussion of the permissions and requirements from the CSRC, similar to your disclosure on page six.
    With respect to the permissions and approvals from the CSRC, CAC, or any other governmental agency that is required to approve the
    VIE’s operations, please revise to describe the consequences to you and your investors if you, your subsidiaries, or the VIEs:
    (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are
    not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or
    approvals in the future. Additionally, please revise to note whether you relied on the opinion of your PRC counsel, Dentons, for
    the conclusions regarding all permissions and approvals. If not, please state as much and explain why such an opinion was not obtained.

Response:
In response to the Staff’s comment, we have revised the disclosures on pages 10 and 99.

    9.
    We
    note that the consolidated VIE constitute a material part of your consolidated financial statements. Please provide in tabular form
    a condensed consolidating schedule that disaggregates the operations and depicts the financial position, cash flows, and results
    of operations as of the same dates and for the same periods for which audited consolidated financial statements are required. The
    schedule should present major line items, such as revenue and cost of goods/services, and subtotals and disaggregated intercompany
    amounts, such as separate line items for intercompany receivables and investment in subsidiary. The schedule should also disaggregate
    the parent company, the VIE and its consolidated subsidiaries, the WFOE that are the primary beneficiary of the VIE, and an aggregation
    of other entities that are consolidated. The objective of this disclosure is to allow an investor to evaluate the nature of assets
    held by, and the operations of, entities apart from the VIE, as well as the nature and amounts associated with intercompany transactions.
    Any intercompany amounts should be presented on a gross basis and when necessary, additional disclosure about such amounts should
    be included in order to make the information presented not misleading.

Response:
In response to the Staff’s comment, we have revised the disclosures on page 55.

Risk
Factors

If
the PRC government deems that the contractual arrangements in relation to the VIE do not comply ..., page 27

    10.
    Please
    revise this risk factor to acknowledge that if the PRC government determines that the contractual arrangements constituting part
    of the VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future,
    the securities you are registering may decline in value or become worthless if the determinations, changes, or interpretations result
    in your inability to assert contractual control over the assets of your PRC subsidiaries or the VIEs that conduct all or substantially
    all of your operations.

Response:
In response to the Staff’s comment, we have revised the disclosures on page 30.

Any
actions by Chinese government, including any decision to intervene or influence ..., page 32

    11.
    Please
    revise this risk factor to acknowledge the risk that the Chinese government may intervene or influence your operations at any time,
    which could result in a material change in your operations and/or the value of your securities.

Response:
In response to the Staff’s comment, we have revised the disclosures on page 35.

Recent
greater oversight by the Cyberspace Administration of China ..., page 32

    12.
    Please
                                            revise to state whether you have relied on the opinion of counsel. If so, please name such
                                            counsel here and revise your disclosure to include their opinion with respect to the CAC
                                            measures.

Response:
                                            In response to the Staff’s comment, we have revised the disclosures on page 35 to
                                            add name of our PRC counsel.

Item
6. Directors, Senior Management and Employees, page 112

    13.
    In
    an appropriate place in your annual report, for example, in your risk factor where you discuss service of process on page 43, please
    name the directors, officers, or members of senior management located in the PRC/Hong Kong and include a separate “Enforceability”
    section that addresses whether or not investors may bring actions under the civil liability provisions of the U.S. federal securities
    laws against you, your officers or directors who are residents of a foreign country, and whether investors may enforce these civil
    liability provisions when your assets, officers, and directors are located outside of the United States.

Response:
In response to the Staff’s comment, we have revised the disclosures on pages 47, 48 and 49.

Item
15. Controls and Procedures

Management’s
Report on Internal Control over Financial Reporting, page 133

    14.
    You
    disclose in your risk factors on page 43 the existence of material weaknesses due to the lack of “in-house accounting personnel
    with sufficient knowledge of US GAAP and SEC reporting experiences” in management’s assessment of the effectiveness of
    internal control over financial reporting (ICFR) at December 31, 2022, and management assessed ICFR as ineffective at that date.
    Please reconcile these statements with your conclusion here that internal controls over financial reporting were effective at December
    31, 2022 and revise your disclosures as appropriate.

Response:
In response to the Staff’s comment, we have revised the disclosures on page 138 accordingly.

Consolidated
Statements of Operations and Comprehensive Income, page F-5

    15.
    Please
    revise your presentation of net revenue on the statements of operations and comprehensive income to present revenue derived from
    product sales and revenues from services separately, consistent with your presentation on page 100. Please also revise to state separately
    costs and expenses applicable to product and service revenues. Refer to Item 17(b) of Form 20-F and Item 5-03(b)(1) and (2) of Regulation
    S-X.

Response:
In response to the Staff’s comment, we have revised the disclosures on page F-5 accordingly.

Notes
to Consolidated Financial Statements

Note
3. Summary of Significant Accounting Policies

Revenue
Recognition, page F-17

    16.
    Based
    on your disclosure on page 101, Technical service was $8.8 million, or 80.5%, of total revenue for the year ended December 31, 2022,
    but your accounting policy does not appear to address the measurement or recognition of this revenue under ASC 606. Please revise
    the footnotes to your financial statements to provide disclosure of your accounting policy. Please also revise

United States securities and exchange commission logo
August 11, 2023
Zihao Liu
Chief Financial Officer
Meiwu Technology Company Ltd
1602, Building C, Shenye Century Industrial Center
No. 743 Zhoushi Road , Hangcheng Street
Bao’an District
Shenzhen, People’s Republic of China
Re:Meiwu Technology Company Limited
Form 20-F for Fiscal Year Ended December 31, 2022
Filed May 12, 2023
File No. 001-39803
Dear Zihao Liu:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Introduction, page 1
1.It appears that your definition of "we," "us," "our company," "our," "the Company," and
"Meiwu" includes your VIEs, Wunong Technology (Shenzhen) Co., Ltd and Meiwu
Zhishi Technology (Shenzhen) Co., Ltd. Refrain from using terms such as “we” or “our”
when describing activities or functions of a VIE. For example, disclose, if true, that your
subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for
accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations. Disclose clearly the entity (including the domicile)
in which investors are purchasing an interest. We also note that you have excluded Hong
Kong and Macau from your definition of "China." Please clarify that the “legal and
operational” risks associated with operating in China also apply to operations in Hong

 FirstName LastNameZihao Liu
 Comapany NameMeiwu Technology Company Ltd
 August 11, 2023 Page 2
 FirstName LastNameZihao Liu
Meiwu Technology Company Ltd
August 11, 2023
Page 2
Kong/Macau.
Item 3. Key Information, page 3
2.We note your disclosure at the top of page three. Please revise to state that you are not a
Chinese operating company but a British Virgin Islands holding company with operations
conducted by your subsidiaries and through contractual arrangements with a variable
interest entity based in China and that this structure involves unique risks to investors.
Additionally, if true, disclose here that these contracts have not been tested in court.
Explain whether the VIE structure is used to provide investors with exposure to foreign
investment in China-based companies where Chinese law prohibits direct foreign
investment in the operating companies, and disclose that investors may never hold equity
interests in the Chinese operating company. Your disclosure should acknowledge that
Chinese regulatory authorities could disallow this structure, which would likely result in a
material change in your operations and/or a material change in the value of the securities
you are registering for sale, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross-reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.
3.We note your disclosure on pages five and six. Please revise to disclose the location of
your auditor's headquarters and whether and how the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related
regulations will affect your company. Please include cross-reference to the associated risk
factors.
4.We note your disclosure on page seven. Please disclose your intentions to distribute
earnings or settle amounts owed under the VIE agreements. State whether any transfers,
dividends, or distributions have been made to date between the holding company, its
subsidiaries, and consolidated VIEs, or to investors, and quantify the amounts where
applicable. Provide cross-references to the condensed consolidating schedule and the
consolidated financial statements. Quantify any dividends or distributions that a subsidiary
or consolidated VIE have made to the holding company and which entity made such
transfer, and their tax consequences. Similarly quantify dividends or distributions made to
U.S. investors, the source, and their tax consequences. Also, please amend your disclosure
here, in the summary risk factors, and in the risk factors section to state that, to the extent
cash/assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the
funds/assets may not be available to fund operations or for other use outside of the
PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations
on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC government
to transfer cash/assets. Additionally, to the extent you have cash management policies that
dictate how funds are transferred between you, your subsidiaries, the consolidated VIEs or
investors, summarize the policies here and disclose the source of such policies;
alternatively, state that you have no such cash management policies that dictate how funds
are transferred.

 FirstName LastNameZihao Liu
 Comapany NameMeiwu Technology Company Ltd
 August 11, 2023 Page 3
 FirstName LastNameZihao Liu
Meiwu Technology Company Ltd
August 11, 2023
Page 3
5.Please revise your structure chart to use dashed lines (without arrows) to denote
relationships with the VIE. Additionally, we note two entities that denote a 51%
ownership interest. Please revise to state the persons or entities that own the remaining
49% interest.
6.We note your statement on page 44 that " ... we intend to treat Meiwu Shenzhen as being
owned by us for United States federal income tax purposes, not only because we exercise
effective control over the operation of these entities but also because we are entitled to
substantially all of their economic benefits ... " and your statement on page 129 that "... we
are entitled to the economic benefits associated with Meiwu Shenzhen ... ."  In these
instances and throughout your annual report, please revise so that any references to
control or benefits that accrue to you because of the VIE are limited to a clear description
of the conditions you have satisfied for consolidation of the VIE under U.S.
GAAP.  Please also disclose, if true, that the VIE agreements have not been tested in a
court of law.
7.We note your Summary Risk Factors.  Please revise to specifically discuss risks arising
from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice.  Also, please revise your cross-references in this section to include the
title of the relevant risk factor, not just the page number on which the risk factor appears.
8.We note your disclosure on page eight titled "Permission or Approval Required from the
PRC Authorities for the VIE's Operation."  Please revise to include a discussion of the
permissions and requirements from the CSRC, similar to your disclosure on page six.
With respect to the permissions and approvals from the CSRC, CAC, or any other
governmental agency that is required to approve the VIE's operations, please revise
to describe the consequences to you and your investors if you, your subsidiaries, or the
VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such permissions or approvals are not required, or (iii) applicable laws,
regulations, or interpretations change and you are required to obtain such permissions or
approvals in the future.  Additionally, please revise to note whether you relied on the
opinion of your PRC counsel, Dentons, for the conclusions regarding all permissions and
approvals.  If not, please state as much and explain why such an opinion was not obtained.
9.We note that the consolidated VIE constitute a material part of your consolidated financial
statements.  Please provide in tabular form a condensed consolidating schedule that
disaggregates the operations and depicts the financial position, cash flows, and results of
operations as of the same dates and for the same periods for which audited consolidated
financial statements are required.  The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary.  The schedule should also disaggregate the parent company, the VIE and its
consolidated subsidiaries, the WFOE that are the primary beneficiary of the VIE, and an
aggregation of other entities that are consolidated.  The objective of this disclosure is to

 FirstName LastNameZihao Liu
 Comapany NameMeiwu Technology Company Ltd
 August 11, 2023 Page 4
 FirstName LastName
Zihao Liu
Meiwu Technology Company Ltd
August 11, 2023
Page 4
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions.  Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.
Risk Factors
If the PRC government deems that the contractual arrangements in relation to the VIE do not
comply ..., page 27
10.Please revise this risk factor to acknowledge that if the PRC government determines that
the contractual arrangements constituting part of the VIE structure do not comply with
PRC regulations, or if these regulations change or are interpreted differently in the future,
the securities you are registering may decline in value or become worthless if the
determinations, changes, or interpretations result in your inability to assert contractual
control over the assets of your PRC subsidiaries or the VIEs that conduct all or
substantially all of your operations.
Any actions by Chinese government, including any decision to intervene or influence ..., page 32
11.Please revise this risk factor to acknowledge the risk that the Chinese government may
intervene or influence your operations at any time, which could result in a material change
in your operations and/or the value of your securities.
Recent greater oversight by the Cyberspace Administration of China ..., page 32
12.Please revise to state whether you have relied on the opinion of counsel. If so, please
name such counsel here and revise your disclosure to include their opinion with respect to
the CAC measures.
Item 6. Directors, Senior Management and Employees, page 112
13.In an appropriate place in your annual report, for example, in your risk factor where you
discuss service of process on page 43, please name the directors, officers, or members of
senior management located in the PRC/Hong Kong and include a separate
"Enforceability" section that addresses whether or not investors may bring actions under
the civil liability provisions of the U.S. federal securities laws against you, your officers or
directors who are residents of a foreign country, and whether investors may enforce these
civil liability provisions when your assets, officers, and directors are located outside of the
United States.

 FirstName LastNameZihao Liu
 Comapany NameMeiwu Technology Company Ltd
 August 11, 2023 Page 5
 FirstName LastName
Zihao Liu
Meiwu Technology Company Ltd
August 11, 2023
Page 5
Item 15. Controls and Procedures
Management's Report on Internal Control over Financial Reporting, page 133
14.You disclose in your risk factors on page 43 the existence of material weaknesses due to
the lack of "in-house accounting personnel with sufficient knowledge of US GAAP and
SEC reporting experiences" in management's assessment of the effectiveness of internal
control over financial reporting (ICFR) at December 31, 2022, and management assessed
ICFR as ineffective at that date.  Please reconcile these statements with your conclusion
here that internal controls over financial reporting were effective at December 31, 2022
and revise your disclosures as appropriate.
Consolidated Statements of Operations and Comprehensive Income, page F-5
15.Please revise your presentation of net revenue on the statements of operations and
comprehensive income to present revenue derived from product sales and revenues from
services separately, consistent with your presentation on page 100.  Please also revise to
state separately costs and expenses applicable to product and service revenues. Refer to
Item 17(b) of Form 20-F and Item 5-03(b)(1) and (2) of Regulation S-X.
Notes to Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Revenue Recognition, page F-17
16.Based on your disclosure on page 101, Technical service was $8.8 million, or 80.5%, of
total revenue for the year ended December 31, 2022, but your accounting policy does not
appear to address the measurement or recognition of this revenue under ASC 606.  Please
revise the footnotes to your financial statements to provide disclosure of your accounting
policy.  Please also revise Item 4 Subparagraph B, “Information on the
Company—Business Overview" to provide the necessary disclosure on this portion of
your business.  Please provide us with a copy of your intended, revised disclosure.
Note 7. Goodwill, page F-24
17.We note that you completed three acquisitions during the year ended December 31, 2022
for aggregate consideration of $23.7 million, but it appears these transactions were
consummated through the issuance of common shares per your financial statements.
Please reconcile the differences between the shares issued for the acquisitions in your
consolidated statement of stockholders' equity of $15,132,000 and consolidated
statement of cash flows of $7,627,550 for the year ended December 31, 2022, and the
aggregate amount of consideration paid of $23.7 million for these acquisitions in footnote
11.  Also, explain why shares of common stock issued for an equity acquisition are
reflected as a cash inflow in investing activities on your statement of cash flows in 2022.
Lastly, provide the required business combination disclosures contained in ASC 805-10-
50.

 FirstName LastNameZihao Liu
 Comapany NameMeiwu Technology Company Ltd
 August 11, 2023 Page 6
 FirstName LastName
Zihao Liu
Meiwu Technology Company Ltd
August 11, 2023
Page 6
General
18.Please adjust the formatting of text in your filing so that the font size is increased to a
legible size.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at 202-551-7127 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

December
11, 2020

Daniel
Morris/Lilyanna Peyser

Ta
Tanisha Meadows/Jim Allegretto

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Wunong
    Net Technology Co Ltd

    Amended
    Registration Statement on Form F-1

    Filed
    December 9, 2020

    File
    No. 333-248876

Dear
Mses. Peyser and Meadows and Messrs. Morris and Allegretto,

On
behalf of our client, Wunong Net Technology Co. Ltd , a foreign private issuer organized under the laws of the British Virgin
Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s
letter dated December 11, 2020. Concurrently with the submission of this letter, the Company is submitting its Amendment No. 5
to registration statement on Form F-1 (the “Revised Draft Registration Statement”) and the related exhibits via EDGAR
to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Draft Registration Statement where the language addressing a particular comment appears. Capitalized terms used
but not otherwise defined herein have the meanings set forth in the Revised Draft Registration Statement.

Amended
Registration Statement on Form F-1

Exhibits

1.
Please revise Exhibit 5.1 to remove the implication that the opinion covering the resale shares is based solely on the Director’s
Certificate. Counsel is required to review all documents necessary to render its opinion. In addition, please provide a signed
and dated opinion.

Response:

Exhibit
5.1 has been revised to remove the implication that the opinion covering the resale shares is based solely on the Director’s
Certificate:

“In
addition, based on the Corporate Documents (which includes a copy of the register of members of the Company), the Resale
Shares are duly authorised, fully paid and non-assessable.”

The
Corporate Documents are, in turn, clarified in paragraph 3 to be documents “necessary in order to issue this opinion”.

A
signed and dated revised opinion has been refiled.

*
* *

1185
Avenue of the Americas | 37th Floor | New York, NY | 10036

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

If
you have any questions regarding the Revised Draft Registration Statement, please contact the undersigned by phone at (212) 930
9700 or via e-mail at btan@srf.law , the audit engagement partner at Friedman LLP, Lola Cheng by telephone at (516) 281 9179 or
via email at CLu@friedmanllp.com. Friedman LLP is the independent registered public accounting firm of the Company.

    Very
    truly yours,

    /s/
    Benjamin Tan

    Benjamin
    Tan Esq.

    cc.
    Friedman
    LLP (Lola Cheng, CLu@friedmanllp.com)

    Wunong
    Net Technology Co. Ltd (hoganzhang89@yahoo.com.hk ;xcb@wnw108.com)

1185
Avenue of the Americas | 37th Floor | New York, NY | 10036

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

United States securities and exchange commission logo
December 11, 2020
Xiaogang Qin
Chief Executive Officer
Wunong Net Technology Co Ltd
B401, 4th Floor Building 12, Hangcheng Street
Hourui No. 2 Industrial District
Southern Section, Zhichuang Juzhen Double Creative Park
Bao’an District, Shenzhen, People’s Republic of China
Re:Wunong Net Technology Co Ltd
Amended Registration Statement on Form F-1
Filed December 9, 2020
File No. 333-248876
Dear Mr. Qin:
            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.
Amended Registration Statement on Form F-1
Exhibits
1.Please revise Exhibit 5.1 to remove the implication that the opinion covering the resale
shares is based solely on the Director's Certificate.  Counsel is required to review all
documents necessary to render its opinion.  In addition, please provide a signed and dated
opinion.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 December 11, 2020 Page 2
 FirstName LastName
Xiaogang Qin
Wunong Net Technology Co Ltd
December 11, 2020
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ta Tanisha Meadows at (202) 551-3322 if you have questions
regarding comments on the financial statements and related matters.  Please contact Daniel
Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

VIA
EDGAR

December
10, 2020

Daniel
Morris/Lilyanna Peyser

Ta
Tanisha Meadows/Jim Allegretto

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Wunong
    Net Technology Co Ltd

    Registration
    Statement on Form F-1

    Filed
    December 9, 2020

    File
    No. 333-248876

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Boustead Securities,
LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 5:15 p.m. Eastern Standard Time on December 14, 2020 or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very
    truly yours,

    Boustead
    Securities, LLC

    By:
    /s/
    Keith Moore

    Name:
    Keith
    Moore

    Title:
    CEO

CORRESP
1
filename1.htm

WUNONG
NET TECHNOLOGY COMPANY LIMITED

B401,
4th Floor Building 12, Hangcheng Street,

Hourui
No. 2 Industrial District,

Southern
Section, Zhichuang Juzhen Double Creative Park,

Bao’an
District, Shenzhen, People’s Republic of China

VIA
EDGAR

December
10, 2020

Daniel
Morris/Lilyanna Peyser

Ta
Tanisha Meadows/Jim Allegretto

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Wunong Net Technology Co Ltd

    Registration Statement on Form F-1

    Filed December 9, 2020

    File No. 333-248876

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Wunong Net Technology
Company Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement
on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the Registration Statement become effective
at, 5:15 p.m., Eastern Standard Time on December 14, 2020, or as soon thereafter as practicable.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which
case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance
with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s
U.S. counsel, Sichenzia Ross Ference LLP.

The
Company hereby acknowledges the following:

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

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

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

    Very
    truly yours,

    By:
    /s/
    Xiaogang Qin

    Wunong Net Technology Co Ltd

    Name:
    Xiaogang
    Qin

    Title:

    Chief Executive Officer

CORRESP
1
filename1.htm

October
16, 2020

Daniel
Morris/Lilyanna Peyser

Ta
Tanisha Meadows/Jim Allegretto

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:  Wunong
Net Technology Co Ltd

   Registration
Statement on Form F-1

   Filed
September 17, 2020

   File
No. 333-248876

Dear
Mses. Peyser and Meadows and Messrs. Morris and Allegretto,

On
behalf of our client, Wunong Net Technology Co. Ltd , a foreign private issuer organized under the laws of the British Virgin
Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s
letter dated September 30, 2020. Concurrently with the submission of this letter, the Company is submitting its Amendment No.
1 to registration statement on Form F-1 (the “Revised Draft Registration Statement”) and the related exhibits via
EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Draft Registration Statement where the language addressing a particular comment appears. Capitalized terms used
but not otherwise defined herein have the meanings set forth in the Revised Draft Registration Statement.

Registration
Statement on Form F-1 Filed September 17, 2020

Quality
Control Team, page 68

1.
We note your response to prior comment 2. Please describe the special circumstances that may warrant an onsite inspection during
the pandemic and describe how the inspection would be conducted, including how the exams are performed, how compliance is assessed,
and the consequences if a supplier fails to satisfy your private inspection. In addition, please disclose how an inspection conducted
during the pandemic differs in its processes, assessments, and consequences, from one conducted prior to the pandemic.

Response:

After
discussion, the Company has decided that no onsite inspections will occur during a pandemic. However, they are planning to commence
onsite inspections in January 2021 (barring unforeseen circumstances) only for custom pre-sales of food products/commodities such
as crops by certain loyal customers. The Company has added disclosures on such onsite inspections responsive to the points raised
by the Staff.

Restaurants,
page 68

2.
We note your response to prior comment 5. Please further revise to disclose royalty amounts payable by the franchisees, if any,
as well as the term and termination provisions of the franchise agreements.

1185
Avenue of the Americas | 37th Floor | New York, NY | 10036

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

Response:

The
Company has recently revised its franchising model and will only charge a one-off franchising fee of RMB10,000 (approximately
$1,493) and no annual management fee regardless of the size of the restaurant. No other fees are payable.

Responsive
to the Staff’s comments, the Company has included additional disclosures on the term and termination of the franchise agreements.

Social
Media, page 82

3.
We note your response to prior comment 6. In this section you refer to various performance metrics, including daily, weekly
and monthly sales, new registered users, new user orders and amounts, number of active users and their orders, single product
sales amounts and sales performance rankings. Please revise your MD&A to include a discussion of how these measures are
calculated and used, along with a discussion of comparative period amounts. Alternatively, explain why you do not believe
this disclosure is necessary. Refer to Section III.B.1 of SEC Release No. 33-8350 and SEC Release 33-10751.

Response:

These
performance matrix data are automatically generated by the Company’s operating system and are used to provide a snapshot
of the activities of its members, store managers and local service centers. Such data is localized to each entity being assessed
and is not analyzed, aggregated or summarized for the Company as a whole. Furthermore, this data is not generated according to
U.S GAAP standards and does not conform to strict accounting standards. Accordingly, the Company does not utilize this data to
assess its performance as a whole and only uses it as a quick, rough reference point for discrete groups under its operations.

As
previously stated, the Company only uses the three performance metrics – net revenue, gross profit and selling, marketing,
general and administrative expenses to assess its performance and each is described in detail under the heading “How to
Assess the Company’s Performance”.

Index
to Consolidated Financial Statements, page F-1

4.
Please ensure that your financial statements are updated with interim information in accordance with Item 8.A(5) of Form
20-F.

Response:

The
Company has updated its financial statements to include unaudited interim financial statements for the 6 months ended June 30,
2020 and 2019.

Exhibits

5.
Please note that your first publicly filed registration statement should be complete. Accordingly, all exhibits should be
filed with your next amendment and not incorporated by reference to your prior confidential submissions. Refer to Question 10
of the Jumpstart Our Business Startups Act Frequently Asked Questions, available at
https://www.sec.gov/divisions/corpfin/guidance/cfjumpstartfaq.htm.

Response:

All
exhibits are being re-filed with the Revised Draft Registration Statement.

1185
Avenue of the Americas | 37th Floor | New York, NY | 10036

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

6.
Please revise Exhibit 5.1 to eliminate inappropriate, readily ascertainable, and/or verifiable assumptions (such as items 1
and 5 of Schedule 2). In addition, it is unclear that the qualifications enumerated in Schedule 3 are necessary or
appropriate; please revise or advise. Also, counsel may examine such documents as it deems appropriate to render its opinion
but may not limit its opinion to certain documents; please revise the third paragraph on page 1 and the language in Schedule
1 to clarify that counsel has examined all other documents as it has deemed necessary to render its opinion. Finally, we note
your statement on page 2 that you "do not believe we are 'experts'"; please remove this statement, as it is
inappropriate for counsel to deny that it is an expert within the meaning of Sections 7 and 11 of the Securities Act. Refer
to Staff Legal Bulletin No. 19.

Response:

Responsive
to the Staff’s comments, BVI counsel has clarified in the third paragraph on page 1 that it has examined Corporate Documents
(as defined in Schedule 1), which they regard as necessary in order to issue this opinion. In other words, they are not
aware of any other documents necessary for the opinion. BVI counsel has also removed its statement on page 2 that they "do
not believe [they] are 'experts' and items 1 and 5 of Schedule 2.

Counsel
would however like to advise the Staff that its opinion is based off documents that it has reviewed. If, for instance, directors’
resolutions are rescinded and are not reflected in the Company’s minute books or informed to counsel or if a director does
not declare or conceals a conflict of interest, counsel cannot be expected to be aware of these occurrences.

Finally,
counsel has advised that the qualifications on Schedule 3 are absolutely reasonable as they are of general import and apply by
law to all opinions regardless of whether they are stated or not. Qualification 1 provides instances when an inspection of
public records would not reveal certain facts. Qualification 2 states that BVI counsel is not expressing an opinion on foreign
law. Qualifications 2, 5 and 6 state BVI law as it relates to verbal amendment/waiver of written contracts, conflicts of laws
and sanctions. Finally, Qualification 4 states the condition on which a company can continue in good standing under BVI law.

BVI
counsel has included Schedule 3 for completeness’s sake and in the spirit of full disclosure to its recipients. It is, by
no means, meant to further limit the scope of counsel’s opinion beyond what is customary as such qualifications would apply
by law regardless.

7.
Please file a tax opinion and consent from Sichenzia Ross Ference LLP. In this regard, we note that the discussion of U.S.
tax law in the "Taxation" section of your prospectus is the opinion of Sichenzia. Refer to Staff Legal Bulletin No.
19.

Responsive:

The
tax opinion and consent from Sichenzia Ross Ference LLP has been filed as Exhibit 8.3.

*
* *

If
you have any questions regarding the Revised Draft Registration Statement, please contact the undersigned by phone at (212) 930
9700 or via e-mail at btan@srf.law , the audit engagement partner at Friedman LLP, Lola Cheng by telephone at (516) 281 9179 or
via email at CLu@friedmanllp.com. Friedman LLP is the independent registered public accounting firm of the Company.

    Very
    truly yours,

    /s/
    Benjamin Tan

    Benjamin
    Tan Esq.

    cc.
    Friedman
    LLP (Lola Cheng, CLu@friedmanllp.com)

    Wunong
    Net Technology Co. Ltd (hoganzhang89@yahoo.com.hk ;xcb@wnw108.com)

1185
Avenue of the Americas | 37th Floor | New York, NY | 10036

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

United States securities and exchange commission logo
September 30, 2020
Xiaogang Qin
Chief Executive Officer
Wunong Net Technology Co Ltd
B401, 4th Floor Building 12, Hangcheng Street
Hourui No. 2 Industrial District
Southern Section, Zhichuang Juzhen Double Creative Park
Bao’an District, Shenzhen, People’s Republic of China
Re:Wunong Net Technology Co Ltd
Registration Statement on Form F-1
Filed September 17, 2020
File No. 333-248876
Dear Mr. Qin:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our September 11, 2020 letter.
Registration Statement on Form F-1 Filed September 17, 2020
Quality Control Team, page 68
1.We note your response to prior comment 2.  Please describe the special circumstances that
may warrant an onsite inspection during the pandemic and describe how the inspection
would be conducted, including how the exams are performed, how compliance is
assessed, and the consequences if a supplier fails to satisfy your private inspection.  In
addition, please disclose how an inspection conducted during the pandemic differs in its
processes, assessments, and consequences, from one conducted prior to the pandemic.

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 September 30, 2020 Page 2
 FirstName LastName
Xiaogang Qin
Wunong Net Technology Co Ltd
September 30, 2020
Page 2
Restaurants, page 68
2.We note your response to prior comment 5.  Please further revise to disclose royalty
amounts payable by the franchisees, if any, as well as the term and termination provisions
of the franchise agreements.
Social Media, page 82
3.We note your response to prior comment 6.  In this section you refer to various
performance metrics, including daily, weekly and monthly sales, new registered users,
new user orders and amounts, number of active users and their orders, single product sales
amounts and sales performance rankings.  Please revise your MD&A to include a
discussion of how these measures are calculated and used, along with a discussion of
comparative period amounts. Alternatively, explain why you do not believe this disclosure
is necessary. Refer to Section III.B.1 of SEC Release No. 33-8350 and SEC Release 33-
10751
Index to Consolidated Financial Statements, page F-1
4.Please ensure that your financial statements are updated with interim information in
accordance with Item 8.A(5) of Form 20-F.
Exhibits
5.Please note that your first publicly filed registration statement should be complete.
Accordingly, all exhibits should be filed with your next amendment and not incorporated
by reference to your prior confidential submissions.  Refer to Question 10 of the Jumpstart
Our Business Startups Act Frequently Asked Questions, available at
https://www.sec.gov/divisions/corpfin/guidance/cfjumpstartfaq.htm.
6.Please revise Exhibit 5.1 to eliminate inappropriate, readily ascertainable, and/or
verifiable assumptions (such as items 1 and 5 of Schedule 2). In addition, it is unclear that
the qualifications enumerated in Schedule 3 are necessary or appropriate; please revise or
advise. Also, counsel may examine such documents as it deems appropriate to render its
opinion but may not limit its opinion to certain documents; please revise the third
paragraph on page 1 and the language in Schedule 1 to clarify that counsel has examined
all other documents as it has deemed necessary to render its opinion.  Finally, we note
your statement on page 2 that you "do not believe we are 'experts'"; please remove this
statement, as it is inappropriate for counsel to deny that it is an expert within the meaning
of Sections 7 and 11 of the Securities Act. Refer to Staff Legal Bulletin No. 19.
7.Please file a tax opinion and consent from Sichenzia Ross Ference LLP.  In this regard,
we note that the discussion of U.S. tax law in the "Taxation" section of your prospectus is
the opinion of Sichenzia.  Refer to Staff Legal Bulletin No. 19.

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 September 30, 2020 Page 3
 FirstName LastName
Xiaogang Qin
Wunong Net Technology Co Ltd
September 30, 2020
Page 3
            You may contact Ta Tanisha Meadows at 202-551-3322 or Jim Allegretto at 202-551-
3849 if you have questions regarding comments on the financial statements and related
matters.  Please contact Dan Morris at 202-551-3314 or Lilyanna Peyser at 202-551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin Tan, Esq.

CORRESP
1
filename1.htm

CONFIDENTIAL

September
17, 2020

Daniel
Morris/Lilyanna Peyser

Ta
Tanisha Meadows/Jim Allegretto

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Wunong
    Net Technology Co Ltd

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

    Submitted
    August 13, 2020

    CIK
    No. 0001787803

Dear
Mses. Peyser and Meadows and Messrs. Morris and Allegretto,

On
behalf of our client, Wunong Net Technology Co. Ltd , a foreign private issuer organized under the laws of the British Virgin
Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s
letter dated September 11, 2020. Concurrently with the submission of this letter, the Company is submitting its revised Amendment
No. 5 to registration statement on Form F-1 (the “Revised Draft Registration Statement”) and the related exhibits
via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Draft Registration Statement where the language addressing a particular comment appears. Capitalized terms used
but not otherwise defined herein have the meanings set forth in the Revised Draft Registration Statement.

Amendment
No. 4 to Draft Registration Statement Submitted on August 13, 2020

Coronavirus
(COVID-19) Update, page 51

1.
Please address more specifically how COVID-19 has impacted your services, explaining the extent to which you have reopened your
business and demand has returned for your business following the lockdown earlier this year. Also, expand your disclosure to explain
any current restrictions on businesses in your industry or locale. Further, to the extent possible and given the amount of time
that has passed since the initial outbreak of COVID-19, please update your disclosure to discuss any known trends and uncertainties
that have had or likely will have a material impact on your business and results of operations. Refer to CF Disclosure Guidance:
Topic No. 9 for further guidance, available at https://www.sec.gov/corpfin/coronavirus-covid-19.

Response:

The
peak of the COVID-19 pandemic in China was from February through March 2020. During that time, the Company’s office was
closed and its employees worked remotely at home using conferencing software such as Tencent conference software, WeChat software
and Dingding software. Fortunately, the Company was able to transition to remote working arrangements without much disruption.

This
period coincided with the traditional Chinese New Year, which is typically a peak shopping season. Compounded with the pandemic
and threat of a national lockdown, the first quarter saw increased purchases and orders as customers hoarded food products. The
Company and its suppliers tried their best to fulfill these orders ahead of schedule ahead of the lockdown. Accordingly, the impact
on the pandemic on the Company’s first quarter online operations was minimal.

1185
Avenue of the Americas | 37th Floor | New York, NY | 10036
 T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

During
this time, the Company established an epidemic prevention and control team, issued epidemic prevention and safety guidelines,
purchased masks, disinfectant and sanitizers for its employees and office.

The
pandemic came under control in China during the second quarter of 202.0 Lockdown measures were lifted and the Company’s
employees were allowed to return to work, albeit with social distancing and safety measures. The Company was able to receive orders
and fulfill them timely and without any disruption. Unfortunately, while China was gradually returning to business, the pandemic
raged elsewhere in the world and impacted China’s economy severely. Manufacturing activity came to a standstill as overseas
orders were canceled. Chinese residents saw incomes and consequently, disposable income dwindle. This, coupled with the
previous hoarding of food products, resulted in fewer orders for the Company’s products during the second quarter as customers
tightened their belts and held back spending on perceived “luxury items” (such as premium-priced organic produce)
and investing.

Fortunately,
with the help of member promotion activities and sales promotions, the Company was able to still show a year-over-year 35% increase
in revenue for the half of the year. This, however, fell short of the Company’s original sales forecast for the year.

One
of the industries most impacted by the COVID-19 pandemic is the restaurant business. The Company’s franchisees were hesitant
to invest any capital in opening restaurants until lockdown measures were lifted for the restaurant industry. This caused the
Company’s restaurant expansion plans to be temporarily suspended. The lockdown measures for restaurants were finally lifted
in the third quarter. Customers are now able to dine indoors or outdoors without occupancy limits. The Company has been able to
resume its restaurant expansion plans and the Company forecasts to resume opening 20-30 franchise restaurants monthly from
September through December 2020.

While
China has the pandemic largely under control now, there are still isolated reports of imported cases and patients getting re-infected.
Given the unpredictable but extremely infectious nature of the COVID-19 virus and until an effective vaccine is introduced, it
is entirely within the realm of contemplation that a national or regional lockdown may occur again may should there be a resurgence.
In such a scenario, any or all of the abovementioned scenarios may occur again and the repercussions on the Company’s businesses
and operations cannot be predicted with any certainty.

Quality
Control Team, page 68

2.
We note your response to prior comment 3. Please revise to describe the process by which the quality control team that conducts
onsite inspections assesses whether products meet national or industry quality standards. If your team is not making onsite assessments
and is not independently determining whether these standards have been met, and is instead relying on suppliers to provide proof
of government licensure, please revise to clarify. However, if onsite exams are conducted by your team, explain how the exams
are performed, how compliance is assessed, and the consequence if a supplier fails to satisfy your private inspection.

Response:

Since
the advent of the COVID-19 pandemic, our quality control team will now not conduct on-site inspections unless special circumstances
warrant it. We rely on our suppliers to provide proof of government licensure including the relevant quality inspection reports,
to prove that they meet national or industry quality standards.

Restaurants,
page 68

3.
We note your disclosure in this section that you plan to roll out about 100 franchise restaurants in 2020 and 120 restaurants
within three years. You state elsewhere in this section that you plan to launch 120 new restaurants in each of 2021 and 2022.
Please revise to clarify how many restaurants you intend to open in each of the next three years.

1185
Avenue of the Americas | 37th Floor | New York, NY | 10036
 T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Response:

The
Company’s original plan to roll-out restaurants remains unchanged - 100 in 2020, 120 in 2021, and 120 in 2022. The timeline
for opening its franchise restaurants was delayed only because of the COVID-19 pandemic. With the lifting of containment measures
in China, the Company has resumed its plans to establish its franchise restaurants in the third quarter of 2020.

Presently,
the restaurants are expanding based on the coverage of local service centers. Since the Company is headquartered
in Shenzhen, they have already signed franchise agreements for 25 restaurants in the Shenzhen area, which will all be set up by
year end, 2020. Based on the status of business negotiations, the Company expects to replicate this model in Huizhou
and Zhuhai with executed franchise agreements in October and the setting up of the restaurants thereunder to be completed in November
and December 2020. Accordingly, the Company expects to average the establishment of 20-30 restaurants per month from September
through December 2020 with an aggregate of 100 by the end of 2020.

4.
In your supplemental response to prior comment 4, you state that the company expects to launch 50-70 franchise restaurants June
30, 2020 and thereafter will launch another 40 restaurants per month. However, your revised disclosure in the registration statement
states that the company will launch 32 restaurants per month beginning in September 2020. Please reconcile. In addition, please
update your disclosure to reflect the number of restaurants launched as of the submission date of your next amendment. Lastly,
revise to address the relevant milestones necessary to successfully scale up food supply, marketing, and management logistics
from one restaurant to a chain of restaurants, as well as the associated risks and difficulties of doing the same. In this regard,
we do not believe that it necessarily follows that the operations and associated challenges of a single restaurant would be the
same as those of a large chain. Please advise.

Response:

We
have reconciled the inconsistencies. As of the date of submission of the Revised Draft Registration Statement, the Company has
signed franchise agreements for 25 restaurants in the Shenzhen area, which will all be set up by year’s end.

As
mentioned above, the Company plans to roll-out its expansion plans based on its “local service center-centric”
model, spear-headed by its Shenzhen headquarters. The Company expects to replicate this model in Huizhou and Zhuhai with
executed franchise agreements in October. Each aspect of operations will be replicated – from food supply chain,
marketing and management logistics with the exception that management will be coordinated from the relevant local service
center level instead of the Company’s Shenzhen headquarters. Each local service center will function autonomously but
in accordance with the franchise model. Each restaurant is also integrated with the others within the same group. Management
of the Company will, however, form the backbone and provide back room support, such as problem-solving to the local
service center and its restaurants. For example, the Company’s existing suppliers will provide the food supplies to
these new restaurants. Marketing will follow that used by the Company but localized to the various districts.

China
has already eased lockdown measures and re-opened “green channel measures” for the logistics and transportation of
the food to ensure the effective supply of food to our restaurants. The only challenges the Company foresees, if any, would be
in managing the local service centers and ensuring their and their restaurants’ compliance with the franchise model, both
from an operational aspect and in the quality of restaurants’ services and offerings.

5.
Please revise to describe the material terms of your franchising agreements, including termination provisions, services rendered
by each party under the agreements, and any financing arrangements whereby the company or preferred lenders provide funding to
franchisees.

1185
Avenue of the Americas | 37th Floor | New York, NY | 10036
 T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Response:

Responsive
to the Staff’s comments, the Company has added disclosure of the material terms of its franchising agreements.

Social
Media, page 82

6.
We are unable to locate your response to prior comment 5; therefore, we re-issue the comment. To the extent that you use key performance
indicators in managing your business, please consider revising your MD&A to include a discussion of how these

measures
are calculated and used, along with a discussion of comparative period amounts. Alternatively, explain why you do not believe
this disclosure is necessary. Refer to Section III.B.1 of SEC Release No. 33-8350 and SEC Release 33-10751.

Response:

The
Company has included disclosure of key performance indicators titled “How to Assess the Company’s Performance”
to discuss how these measures are calculated and used.

*
* *

If
you have any questions regarding the Revised Draft Registration Statement, please contact the undersigned by phone at (212) 930
9700 or via e-mail at btan@srf.law , the audit engagement partner at Friedman LLP, Lola Cheng by telephone at (516) 281 9179 or
via email at CLu@friedmanllp.com. Friedman LLP is the independent registered public accounting firm of the Company.

    Very
    truly yours,

    /s/
    Benjamin Tan

    Benjamin
    Tan Esq.

    cc.
    Friedman
    LLP (Lola Cheng, CLu@friedmanllp.com)

    Wunong
    Net Technology Co. Ltd (hoganzhang89@yahoo.com.hk ;xcb@wnw108.com)

1185
Avenue of the Americas | 37th Floor | New York, NY | 10036
 T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
September 11, 2020
Xiaogang Qin
Chief Executive Officer
Wunong Net Technology Co Ltd
B401, 4th Floor Building 12, Hangcheng Street
Hourui No. 2 Industrial District
Southern Section, Zhichuang Juzhen Double Creative Park
Bao’an District, Shenzhen, People’s Republic of China
Re:Wunong Net Technology Co Ltd
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted August 13, 2020
CIK No. 0001787803
Dear Mr. Qin:
            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. 4 to Draft Registration Statement Submitted on August 13, 2020
Coronavirus (COVID-19) Update, page 51
1.Please address more specifically how COVID-19 has impacted your services, explaining
the extent to which you have reopened your business and demand has returned for your
business following the lockdown earlier this year.  Also, expand your disclosure to explain
any current restrictions on businesses in your industry or locale. Further, to the extent
possible and given the amount of time that has passed since the initial outbreak of
COVID-19, please update your disclosure to discuss any known trends and uncertainties
that have had or likely will have a material impact on your business and results of

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 September 11, 2020 Page 2
 FirstName LastNameXiaogang Qin
Wunong Net Technology Co Ltd
September 11, 2020
Page 2
operations.  Refer to CF Disclosure Guidance: Topic No. 9 for further guidance, available
at https://www.sec.gov/corpfin/coronavirus-covid-19.
Quality Control Team, page 68
2.We note your response to prior comment 3.  Please revise to describe the process by
which the quality control team that conducts onsite inspections assesses whether products
meet national or industry quality standards. If your team is not making onsite assessments
and is not independently determining whether these standards have been met, and is
instead relying on suppliers to provide proof of government licensure, please revise to
clarify.  However, if onsite exams are conducted by your team, explain how the exams are
performed, how compliance is assessed, and the consequence if a supplier fails to satisfy
your private inspection.
Restaurants, page 68
3.We note your disclosure in this section that you plan to roll out about 100 franchise
restaurants in 2020 and 120 restaurants within three years.  You state elsewhere in this
section that you plan to launch 120 new restaurants in each of 2021 and 2022.  Please
revise to clarify how many restaurants you intend to open in each of the next three years.
4.In your supplemental response to prior comment 4, you state that the company expects to
launch 50-70 franchise restaurants June 30, 2020 and thereafter will launch another 40
restaurants per month.  However, your revised disclosure in the registration statement
states that the company will launch 32 restaurants per month beginning in September
2020.  Please reconcile.  In addition, please update your disclosure to reflect the number
of restaurants launched as of the submission date of your next amendment.  Lastly, revise
to address the relevant milestones necessary to successfully scale up food supply,
marketing, and management logistics from one restaurant to a chain of restaurants, as well
as the associated risks and difficulties of doing the same.  In this regard, we do not believe
that it necessarily follows that the operations and associated challenges of a single
restaurant would be the same as those of a large chain.  Please advise.
5.Please revise to describe the material terms of your franchising agreements, including
termination provisions, services rendered by each party under the agreements, and any
financing arrangements whereby the company or preferred lenders provide funding to
franchisees.
Social Media, page 82
6.We are unable to locate your response to prior comment 5; therefore, we re-issue the
comment.  To the extent that you use key performance indicators in managing your
business, please consider revising your MD&A to include a discussion of how these
measures are calculated and used, along with a discussion of comparative period amounts.
Alternatively, explain why you do not believe this disclosure is necessary. Refer to
Section III.B.1 of SEC Release No. 33-8350 and SEC Release 33-10751.

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 September 11, 2020 Page 3
 FirstName LastName
Xiaogang Qin
Wunong Net Technology Co Ltd
September 11, 2020
Page 3
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Jim Allegretto at (202) 551-
3849 if you have questions regarding comments on the financial statements and related
matters.  Please contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin Tan, Esq.

United States securities and exchange commission logo
May 19, 2020
Xiaogang Qin
Chief Executive Officer
Wunong Net Technology Co Ltd
B401, 4th Floor Building 12, Hangcheng Street
Hourui No. 2 Industrial District
Southern Section, Zhichuang Juzhen Double Creative Park
Bao’an District, Shenzhen, People’s Republic of China
Re:Wunong Net Technology Co Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted April 24, 2020
CIK No. 0001787803
Dear Mr. Qin:
            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. 3 to Draft Registration Statement on Form F-1
Sale of Food Products on our Website, page 72
1.We note your response to prior comment 11.  Please disclose whether you have private
label products. In addition, please describe the e-commerce platforms that you use to
source over 50% of your products and whether these products are purchased at retail or
discounted prices.

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 May 19, 2020 Page 2
 FirstName LastName
Xiaogang Qin
Wunong Net Technology Co Ltd
May 19, 2020
Page 2
Local Service Centers, page 74
2.We note your response to prior comment 12.  Please disclose how the agreements may be
terminated and by whom.  In addition, please clarify whether negotiations are conducted
by you or your local service center and whether local service centers are authorized to
enter into agreements on behalf of the company.
Quality Control Team, page 74
3.We note your response to prior comment 14.  Please describe the process by which you
judge whether products meet national or industry quality standards. For example, please
tell us where these standards are outlined and the authority upon which private parties
(including you and your third-party inspectors) are legally permitted to determine whether
national or industry food standards have been met.
Restaurants, page 74
4.We note your response to prior comment 13 and reissue.  Please describe your projected
timeline for the launch of 300 restaurants in 2020 and 1,000 restaurants within three years.
In this respect, please describe the milestones that must be achieved to create a safe food
supply chain, a robust management catering system, and an effective marketing campaign;
and when these milestones must be met in order to meet your goal of 1,000 restaurants in
three years.  Please also describe your franchise fee structure in greater detail.  If you have
not determined your fee structure, please disclose this fact and describe the impact of this
uncertainty on your ability to attract potential franchisees.
Social Media, page 88
5.Refer to the final paragraph of this section.  To the extent that measures such as daily,
weekly and monthly sales, new registered users, new user orders and amounts, number of
active users and their orders, single product sales amounts, and sales performance
rankings are key performance indicators in managing your business, please consider
revising your MD&A to include a discussion of how these measures are calculated and
used, along with a discussion of comparative period amounts.  Alternatively, explain why
you do not believe this disclosure is necessary. Refer to Section III.B.1 of SEC Release
No. 33-8350 and SEC Release 33-10751.
Acquisition Strategy, page 88
6.We note that in response to prior comment 4 you disclose that you have identified
multiple potential upstream targets.  Please revise to describe the businesses of the targets
and the status of each negotiation, if these potential transactions are material. In addition,
please update your Use of Proceeds to better reflect your intent to use proceeds as part of a
current acquisition strategy.

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 May 19, 2020 Page 3
 FirstName LastName
Xiaogang Qin
Wunong Net Technology Co Ltd
May 19, 2020
Page 3
Consolidated Financial Statements, page F-1
7.Please update your financial statements in accordance with Item 8.A.4 of Form 20-F.
Notes to Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Value added taxes ("VAT"), page F-14
8.We reviewed your response to comment 25.  As previously requested, please disclose
your accounting policy related to VAT.  Refer to ASC 606-10-32-2A.
General
9.In appropriate places in your prospectus, including the Risk Factors and Management's
Discussion and Analysis sections, and in light of changing trends and the overall global
economic outlook, please further describe, and quantify to the extent possible, any known
trends and uncertainties that have had, or that you reasonably expect will have, a material
favorable or unfavorable impact on revenue or results of operations, in light of the impact
of COVID-19 on your business, and the associated risks to you business. Please refer to
CF Disclosure Guidance: Topic No. 9, as well as Items 105 and 303(a)(3)(ii) of
Regulation S-K.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Jim Allegretto at (202) 551-
3849 if you have questions regarding comments on the financial statements and related
matters.  Please contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin Tan, Esq.

January 15, 2020
Xiaogang Qin
Chief Executive Officer
Wunong Net Technology Co Ltd
B401, 4th Floor Building 12, Hangcheng Street
Hourui No. 2 Industrial District
Southern Section, Zhichuang Juzhen Double Creative Park
Bao’an District, Shenzhen, People’s Republic of China
Re:Wunong Net Technology Co Ltd
Amendment No. 2 to Draft Registration Statement
Submitted December 16, 2019
CIK No. 0001787803
Dear Mr. Qin:
            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.
Amendment No. 2 to Draft Registration Statement Submitted December 16, 2019
Prospectus Summary, page 2
1.Please revise the summary to make clear that investors will own shares in a holding
company that does not directly own all of its operations in China and to distinguish the
business of your variable interest entity from your other subsidiaries. Please also disclose
in the summary that the shareholders of your VIE may have interests that conflict with
you.
2.Please provide a summary discussion of the various commissions payable to customers,
suppliers, search agents, and local service centers.  In addition, please balance your

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 January 15, 2020 Page 2
 FirstName LastNameXiaogang Qin
Wunong Net Technology Co Ltd
January 15, 2020
Page 2
discussion of competitive strengths by providing a summary of the most significant risk
factors you face.
Risk Factors, page 11
3.Please tell us what consideration you have given to including a risk factor disclosing any
material cybersecurity risks. Refer to Section II.A.2 of the Commission Statement and
Guidance on Public Company Cybersecurity Disclosures, Release Nos. 33-10459 and 34-
82746 (Feb. 21, 2018).
We may engage in future acquisitions, page 17
4.While we note that you intend "to build an integrated group" of businesses, your
acquisition strategy remains unclear.  In an appropriate place in your prospectus, please
expand your disclosure to provide a brief description of your acquisition plans, including
the types of opportunities you intend to explore.  Alternatively, clarify that management
has not yet determined the types of businesses that you will target or the terms of any
potential acquisitions.
Risks Related to Our Business and Industry
Our significant shareholders..., page 20
5.Please revise this risk factor to discuss the risks to investors in the offering associated with
the controlling shareholders' ability to independently control the operations of the
company, including the election of directors.
The master lease and sub-leases over our headquarters, page 22
6.In an appropriate place in your prospectus, please disclose your contingency plans, if any,
should the sub-leases related to your headquarters and restaurant be declared invalid.  In
this regard, we note your disclosure that you may be evicted and required to pay
additional damages.
Operating Activities, page 55
7.We are unable to reconcile the changes in working capital on page F-25 to your narrative
statement of changes in working capital of $478,569.  Please review and revise as
appropriate.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Cost of Revenue and Gross Profit, page 58
8.In your discussions of interim period results you included a comparative table by product
category of net revenue and cost of revenue.  Please advise why you do not believe a
similar table is necessary in your discussion of the results for the year ended December
31, 2017.

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 January 15, 2020 Page 3
 FirstName LastName
Xiaogang Qin
Wunong Net Technology Co Ltd
January 15, 2020
Page 3
Contractual Obligations, page 60
9.Please confirm that none of the liabilities, other than obligations under operating
leases, disclosed on the balance sheet represent contractual obligations.  Otherwise, please
disclose the information required by paragraph (a)(5) of Item 303 of Regulation S-K in
tabular format.
Sale of Food Products on our Website, page 70
10.We note your references in the prospectus to "registered users" and "active users." Please
revise to explain the difference. In addition, please clarify whether any of your users are
required to pay monthly or annual fees to use your website.
11.Please revise to provide further detail about your product offerings.  For instance, provide
examples of the Green Food, Organic Food, ICH Products, Agri GI Products and
Pollution-free Products available on your website. In addition, please discuss the extent to
which these products (or similar products) may be available to the public from sources
other than your online store, including other e-grocery stores, organic brick-and-mortar
stores, directly from the farm, or otherwise.
Our Suppliers, page 71
12.You disclose on page 85 that two of your competitive strengths are your strategic
partnerships with local service centers and your extensive supply chain.  Please describe
how these partnerships were developed, how they may be terminated, the nature and
general terms of any agreements regarding them, and whether they are exclusive.  In
addition, provide information about how the local service centers are staffed, their
geographic reach, and their role in your negotiations with suppliers.
Restaurants, page 72
13.We note that you have soft-launched your first restaurant in Shenzhen.  Please discuss the
timing of your anticipated rollout of company-owned restaurants.  In addition, please
disclose, to the extent known, when you expect to begin franchising, the expected
structure of your franchising business, how you will generate revenue from your
franchisees, risks and uncertainties related to operating a franchise business, and your
management’s experience with franchising.
14.You disclose on page 50 that your online store offers more than 400 different types of
food products.  Please provide additional disclosure about the qualifications and capacity
of your quality control team to conduct inspections of hundreds of different types of food
products throughout China.

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 January 15, 2020 Page 4
 FirstName LastName
Xiaogang Qin
Wunong Net Technology Co Ltd
January 15, 2020
Page 4
Exclusive Technology Consulting Services Agreement, page 75
15.We note the formula used to calculate the monthly service fee payable under the exclusive
technology consulting services agreement. To better contextualize this information for
investors, please disclose the typical range of monthly payments made under the contract.
Expand our customer base through online and offline marketing activities, page 86
16.Please disclose the amount of revenue generated by your social media promotions and
your metrics for tracking this information.
Executive Compensation, page 101
17.Please update your executive compensation disclosure to include information as of the
most recently completed fiscal year.
Shares eligible for future sales, page 118
18.Please revise the amount of Ordinary Shares that will be outstanding upon completion of
the offering, not including shares underlying Underwriter Warrants and assuming no
exercise of the Underwriter’s over-allotment to purchase 450,000 Ordinary Shares. In this
regard, 2,3000,000 appears to be a typographical error.
Taxation, page 118
19.We note your statement that the disclosure in this section relating to BVI "is the opinion
of Harney Westwood & Riegels LP."  Please file an opinion of counsel that states that the
tax disclosure in this section of the prospectus is the opinion of counsel and otherwise
meets the requirements set forth in Staff Legal Bulletin No. 19.  Refer also to Item
601(b)(8) of Regulation S-K and Section III.B.2 of Staff Legal Bulletin No. 19.  If you do
not believe that you are required to provide such an opinion, please tell us why and file a
consent pursuant to Securities Act Rule 436.  Refer to Sections III.A.2 and IV of Staff
Legal Bulletin No. 19.  This comment also applies to your statement that the disclosure in
this section relating to the United States "is the opinion of Sichenzia Ross Ference LLP."
Plan of Distribution, page 125
20.We note that you refer to selling stockholders throughout this section.  To the extent that
selling shareholders are expected to participate in this offering, please revise this
prospectus accordingly.
Consolidated Statements of Operations and Comprehensive Income/(Loss), page F-4
21.Please disclose the amount of income tax expense or benefit allocated to each component
of other comprehensive income, including reclassification adjustments in this statement
or disclose the amount in the notes to the financial statements. This comment also applies
to the interim statement on page F-23.

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 January 15, 2020 Page 5
 FirstName LastName
Xiaogang Qin
Wunong Net Technology Co Ltd
January 15, 2020
Page 5
Notes to Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Revenue recognition, page F-11
22.You discuss your pre-ordering service on page 71.  Please tell us the amount of revenue
recognized from these orders for the year ended December 31, 2018 and the six months
ended June 30, 2019.  Please also tell us how you record the initial payments received
from customers and when revenue is recognized on these orders, as well as how your
accounting treatment complies with Topic 606.  Please also explain the relationship, if
any, between payments received on pre-orders and the Advances from Customers line
item on the balance sheets.
23.Please give us examples of any other promises included in your contracts with customers
that are not separately identifiable from the transfer of individual goods. Please explain
why such other promises are not considered distinct and describe the timing of the
recognition of revenue associated with such promises.
24.Please advise whether you charge your customers shipping and handling for online
purchases of goods.  If so, please disclose where such amounts have been classified in
your consolidated statements of operations and comprehensive income (loss).  Please
make it clear in your disclosure under Cost of Revenues whether shipping and handling
costs are expense as incurred or are expensed in conjunction with sale of your products
assuming there is a timing difference between when you incur such expenses and delivery
of the product.
Value Added Taxes ("VAT"), page F-14
25.Please disclose how VAT are reflected in revenues and expenses and explain to us your
basis for the treatment selected.
Note 12. Commitments
Operating Lease, page F-20
26.Please revise to include any variable lease costs, cash paid for amounts included in the
measurement of lease liabilities, segregated between operating and financing cash flows,
and weighted-average remaining lease term.  Refer to ASC 842-20-50-4.
Exhibits
27.We note your exhibit 5.1.  It is not appropriate to limit your opinion to specific documents
or inquiries as indicated in Schedule 1.  Please revise your opinion, as necessary, to clarify
that counsel has reviewed all matters and made such inquiries as are necessary to render
its opinion.

 FirstName LastNameXiaogang Qin
 Comapany NameWunong Net Technology Co Ltd
 January 15, 2020 Page 6
 FirstName LastName
Xiaogang Qin
Wunong Net Technology Co Ltd
January 15, 2020
Page 6
28.Also, with regard to exhibit 5.1, it is inappropriate to include assumptions in a legal
opinion that are too broad, assume material facts underlying the opinion or any readily
ascertainable facts. Please have counsel remove the assumption in paragraph (5) of
Schedule 2 in Exhibit 5.1, or tell us why it is necessary and appropriate.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Jim Allegretto at (202) 551-
3849 if you have questions regarding comments on the financial statements and related
matters.  Please contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin Tan, Esq.