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                          January 25, 2023

       Norma Chu
       Chief Executive Officer
       DDC Enterprise Ltd
       Room 3-6, 4/F, Hollywood Center
       233 Hollywood Road
       Sheung Wan, Hong Kong

                                                        Re: DDC Enterprise Ltd
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted January
9, 2023
                                                            CIK No. 0001808110

       Dear Norma Chu:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amended Draft Registration Statement

       Cover Page

   1.                                                   We note your response
to comment 1 and your statement that "As of April 2022, all such
                                                        contractual
arrangements with the VIEs have been terminated." Please revise to clarify
                                                        that only the
contractual arrangements with Shanghai Weishi Information Technology
                                                        Co., Ltd., Shanghai
City Modern Agriculture Development Co., Ltd., Shanghai City
                                                        Vegetable Production
and Distribution Co-op, Shanghai Jiapin Vegetable Planting Co-op,
                                                        Shanghai Jiapin
Ecological Agriculture Co-op have been terminated as of April 2022.
                                                        Please make
corresponding changes throughout the prospectus.
 Norma Chu
DDC Enterprise Ltd
January 25, 2023
Page 2
Prospectus Summary
Business Model, page 1

2.       We note your disclosure in response to comment 5. Please revise your
disclosure on page
         2 to state that your independent auditor has raised substantial doubt
as to your ability to
         continue as a going concern.
Corporate History and Structure, page 8

3.       We note your disclosure on page 9 regarding the Mengwei VIE. Identify
clearly the entity
         in which investors are purchasing their interest and the entity(ies)
in which the company   s
         operations are conducted. Describe the relevant contractual agreements
between the
         entities and how this type of corporate structure may affect investors
and the value of their
         investment, including how and why the contractual arrangements may be
less effective
         than direct ownership and that the company may incur substantial costs
to enforce the
         terms of the arrangements. Disclose the uncertainties regarding the
status of the rights of
         the Cayman Islands holding company with respect to its contractual
arrangements with the
         VIE, its founders and owners, and the challenges the company may face
enforcing these
         contractual agreements due to legal uncertainties and jurisdictional
limits.
Requisite Licenses and Approvals for Our Operations, page 13

4.       Please specify which VIEs are reflected in the tables.
Transfer of Cash Through our Organization, page 17

5.     Please revise your disclosure to state that the Cayman Islands holding
company controls
       and receives the economic benefits of the VIE   s business operations
through contractual
       agreements between the VIE and your Wholly Foreign-Owned Enterprise
(WFOE) and
       that those agreements are designed to provide your WFOE with the power,
rights, and
       obligations equivalent in all material respects to those it would
possess as the principal
       equity holder of the VIE. We also note your disclosure that the Cayman
Islands holding
       company is the primary beneficiary of the VIE. However, neither the
investors in the
       holding company nor the holding company itself have an equity ownership
in, direct
       foreign investment in, or control of, through such ownership or
investment, the VIE.
       Accordingly, please refrain from implying that the contractual
agreements are equivalent
       to equity ownership in the business of the VIE. Any references to
control or benefits that
       accrue to you because of the VIE should be limited to a clear
description of the conditions
       you have satisfied for consolidation of the VIE under U.S. GAAP.
Additionally, your
FirstName LastNameNorma Chu
       disclosure should clarify that you are the primary beneficiary of the
VIE for accounting
Comapany    NameDDC
       purposes.   PleaseEnterprise  Ltd if true, that the VIE agreements have
not been tested in a
                          also disclose,
Januarycourt  of law.
         25, 2023  Page 2
FirstName LastName
 Norma Chu
FirstName  LastNameNorma  Chu
DDC Enterprise  Ltd
Comapany
January 25,NameDDC
            2023     Enterprise Ltd
January
Page 3 25, 2023 Page 3
FirstName LastName
Risk Factors
Risks Related to Doing Business in China and Hong Kong, page 53

6.       Revise your risk factors to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of the VIE structure do not
comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future, the
         securities you are registering may decline in value or become
worthless if the
         determinations, changes, or interpretations result in your inability
to assert contractual
         control over the assets of your PRC subsidiaries or the VIEs that
conduct all or
         substantially all of your operations.
Use of Proceeds, page 79

7.       We note your revisions in response to comment 18. Please provide the
total balance of the
         loan to be repaid. Disclose the interest rate and maturity of the
indebtedness and, if
         the indebtedness was incurred within the past year, describe the uses
to which the
         proceeds of such indebtedness were put.
Index to the Consolidated Financial Statements, page F-1

8.       Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial
statements that are
         no more than twelve months old. Alternatively, to the extent you meet
the 15-month
         criteria outlined in Instruction 2. to Item 8.A.4, please file the
necessary representations as
         an exhibit to the registration statement.
       You may contact Ernest Greene at 202-551-3733 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 with any other questions.



                                                                 Sincerely,

                                                                 Division of
Corporation Finance
                                                                 Office of
Manufacturing
cc:      Lawrence Venick