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                              October 20, 2022

       Zheng Nan
       Chief Executive Officer
       Webus International Ltd.
       25/F, UK Center, EFC, Yuhang District
       Hangzhou, China 311121

                                                        Re: Webus International
Ltd.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted September
23, 2022
                                                            CIK No. 0001941158

       Dear Zheng Nan:

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

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

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

       Draft Registration Statement on Form F-1

       Cover Page

   1.                                                   We note your disclosure
here that as used in this prospectus,    we   ,    us   , or    our    refers
to
                                                        Webus and its
subsidiaries. We also note you disclose on page 1 that references to    we   ,
                                                           us   , the
Company    or the    Group    are to Webus, Youbus International, Webus HK, and
                                                        the WFOE, as a group.
Revise to clearly disclose how you will refer to the holding
                                                        company, subsidiaries,
and VIEs when providing the disclosure throughout the document
                                                        so that it is clear to
investors which entity the disclosure is referencing and which
                                                        subsidiaries or
entities are conducting the business operations. Refrain from using terms
                                                        such as    we    or
our    when describing activities or functions of a VIE.
 Zheng Nan
FirstName LastNameZheng
Webus International Ltd. Nan
Comapany
October 20,NameWebus
            2022        International Ltd.
October
Page 2 20, 2022 Page 2
FirstName LastName
2.       Please disclose your intentions to distribute earnings or settle
amounts owed under the
         VIE agreements. Also, state whether any transfers, dividends, or
distributions have been
         made to date between the holding company, its subsidiaries, and
consolidated VIEs and
         quantify the amounts where applicable. In this regard, we note your
disclosure that cash
         transfers among the holding company and its subsidiaries is typically
transferred through
         payment for intercompany product sales and services or intercompany
loans between
         holding company and subsidiaries. We also note your disclosure on page
40 that you rely
         principally on dividends and other distributions paid by your
subsidiaries in China for
         your cash needs, including paying dividends and other cash
distributions to your
         shareholders, servicing any debt you and the VIE may incur, and paying
your and the
         VIE   s operating expenses.

         Please also provide cross-references to the condensed consolidating
schedule and the
         consolidated financial statements.
Prospectus Summary
Risks Related to Doing Business in China, page 6

3.       Please revise your summary of risk factors to disclose the significant
liquidity risks that
         your corporate structure and being based in and having the majority of
the Company   s
         operations in China poses to investors with cross-references to the
more detailed
         discussion of these risks in the prospectus.
4.       We note your disclosure that "[a]ny change of regulations and rules by
Chinese
         government may intervene or influence [your] operations in China at
any time and any
         additional control over offerings conducted overseas and/or foreign
investment in issuers
         with Chinese operations could result in a material change in [your]
business operations
         and/or the value of [your] ordinary shares and could significantly
limit or completely
         hinder [your] ability to offer [your] ordinary shares to investors and
cause the value of
         such securities to significantly decline." Please revise to clarify
that that the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers and that such actions by the Chinese government could cause
the cause the value
         of your securities to significantly decline or "be worthless."
Corporate Structure and Structure, page 9

5.       Please revise your corporate structure diagram to identify clearly the
entity in which
         investors are purchasing their interest and the entities in which the
Company   s operations
         are conducted. Describe how this type of corporate structure may
affect investors and the
         value of their investment, including how and why the contractual
arrangements may be
         less effective than direct ownership and that the company may incur
substantial costs to
         enforce the terms of the arrangements. Disclose the uncertainties
regarding the status of
         the rights of the Cayman Islands holding company with respect to its
contractual
         arrangements with the VIE, its founders and owners, and the challenges
the Company may
 Zheng Nan
FirstName LastNameZheng
Webus International Ltd. Nan
Comapany
October 20,NameWebus
            2022        International Ltd.
October
Page 3 20, 2022 Page 3
FirstName LastName
         face enforcing these contractual agreements due to legal uncertainties
and jurisdictional
         limits.
6.       Please refrain from implying that the contractual agreements by and
among WFOE, the
         VIE, and Individual Registered Shareholders are equivalent to equity
ownership in the
         business of the VIE and revise your disclosure where you may indicate
an equity
         ownership in the VIE. In this regard, we note on the cover page you
disclose you are a
         "beneficiary of the remaining 50% equity ownership in Youba Tech
through contractual
         arrangements with Youba Tech and Individual Registered Shareholders"
and you hold
         "50% equity interests and 50% VIE Interests in the VIE." In addition
you disclose on
         pages 1, 37, 76 and 95 that you "hold 50% equity interests of the VIE.

Transfer of Cash to and From Our Subsidiaries, page 12

7.       We note your disclosure that there has been no cash flows and
transfers of other assets
         between the holding company and its subsidiaries, other than that as
of the date of this
         prospectus, Youba Tech, your consolidated entity, has paid
approximately $890,000 for
         expenses related to this public offering of Webus as intercompany
loans and not as the
         dividend payment or distribution. We also note your disclosure that
none of your
         subsidiaries has made any dividend payment or distribution to your
holding company as of
         the date this prospectus and they have no plans to make any
distribution or dividend
         payment to the holding company in the near future, and that neither
the Company nor any
         of its subsidiaries has made any dividends or distributions to U.S.
investors as of the date
         of this prospectus. Please revise to distinguish between the holding
company and its
         subsidiaries and the VIE and its subsidiaries. Also, note this
disclosure appears
         inconsistent with your disclosure on your cover page that cash
transfers among the
         holding company and its subsidiaries is typically transferred through
payment for
         intercompany product sales and services or intercompany loans between
holding company
         and subsidiaries and your disclosure on page 40 that you rely
principally on dividends and
         other distributions paid by your subsidiaries in China for your cash
needs, including
         paying dividends and other cash distributions to our shareholders,
servicing any debt
         you and the VIE may incur, and paying your and the VIE   s operating
expenses. Please
         revise to address this apparent inconsistency.
8.       You disclose here that currently, you don   t have any intentions to
distribute earnings or
         settle amounts owed under your operating structure other than the
agreements entered
         under normal business operation as discussed above. Please clarify
whether this includes
         the distribution of earnings or settling of amounts owed under the VIE
agreements.
9.       Please expand your disclosure here to describe any restrictions and
limitations on your
         ability to distribute earnings from the company, including your
subsidiaries and/or the
         consolidated VIEs, to the parent company and U.S. investors as well as
the ability to settle
         amounts owed under the VIE agreements.
 Zheng Nan
FirstName LastNameZheng
Webus International Ltd. Nan
Comapany
October 20,NameWebus
            2022        International Ltd.
October
Page 4 20, 2022 Page 4
FirstName LastName
Risk Factors
The Holding Foreign Companies Accountable Act, or the HFCAA, and the related
regulations
are evolving quickly, page 48

10.      We note your disclosure here that your auditor is headquartered in
Manhattan, New York,
         and is subject to inspection by the PCAOB on a regular basis with the
last inspection in
         2020. You disclose that "[t]herefore, we believe that, as of the date
of this prospectus, our
         auditors are not subject to the PCAOB determinations." Please also
address here your
         earlier disclosure on your cover page and page 15 that your auditor
was not included in
         the determinations made by the PCAOB on December 16, 2021 and address
how this
         factored into your belief that you are not subject to the PCAOB
determinations as of the
         date of this prospectus.
Any change of regulations and rules by Chinese government including potential
additional
requirements on cybersecurity review..., page 51

11.      We note your disclosure about the Administration Measures for Cyber
Data Security
         (Draft for Public Comments), or the    Cyber Data Security Measure
(Draft)    published on
         November 14, 2021. You disclose that you are not an CIIO as defined in
the Review
         Measures but that you are probably deemed to be a DPO engaging in data
processing
         activities. You further disclose that you are not subject to
cybersecurity review as you do
         not process personal data for more than one million individuals under
Cyber Data Security
         Measure (Draft). Please discuss the extent to which you grow your
business and service
         more customers, do you expect to process personal data for more than
one million
         individuals, or clarify if that is not a risk of your business.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of Years Ended June 30, 2021 and 2022, page 79

12.      We note you have experienced significant growth in your operations in
the most recent
         fiscal year and have attributed increases in revenue and cost of
revenues to general factors
         such as new customers, business development efforts, and maintaining
cooperation
         agreements and collaborations with local agents and fleet operators.
Please revise the
         discussion and analysis of operating results to specifically identify
and quantify the key
         drivers contributing to the increase in revenue and cost of revenues
for each period
         presented. Refer to Item 5.A of Form 20-F, Item 303 of Regulation S-K
and SEC Release
         No. 33-8350.
13.      We note you experienced a decline in gross margin from 13.5% for the
year ended June
         30, 2021 to 6.8% for the year ended June 30, 2022. You disclose the
decline in margin
         was mainly driven by the rapid growth of customized chartered bus
service and packaged
         tour service for which you strategically set relatively lower gross
margin rates at start-up
         stage of these businesses to attract more customers, gain market share
and improve
 Zheng Nan
FirstName LastNameZheng
Webus International Ltd. Nan
Comapany
October 20,NameWebus
            2022        International Ltd.
October
Page 5 20, 2022 Page 5
FirstName LastName
         profitability in the long term. Please further clarify how you have
strategically set lower
         gross margin rates. To the extent you are offering incentives,
promotions or discounts as a
         method to increase revenue, please explain. In addition, to the extent
you intend to revise
         your gross margin strategy in future periods, please expand your
disclosure to include the
         expected impact of your change on future operating results. Refer to
Item 5.A of Form
         20-F, Item 303(b)(2)(ii) of Regulation S-K and SEC Release No.
33-8350.
Liquidity and Capital Resources, page 82

14.      We note your disclosure that "as of the date of this prospectus, you
have obtained a line of
         credit in the amount of RMB7,000,000 ($1,045,072) from Rural
Commercial Bank, with a
         three-year term from June 24, 2022 to June 23, 2025." Please expand
your disclosure to
         describe all the material terms of the agreement underlying this line
of credit. In addition,
         file this agreement as an exhibit to your registration statement or
tell us why you believe
         you are not required to do so. Refer to Item 8.a. of Form F-1 and Item
601(b)(10) of
         Regulation S-K.
Industry
Overview of North American Intercity Travel Market, page 93

15.      We note that you have included numerous CAGR projections in this
section derived from
         the Frost & Sullivan report you commissioned in September 2022. Please
revise your
         disclosure to describe the assumptions underlying these projections
and to include
         balancing language to emphasize the prospective nature of these growth
rates. For
         example, we note your disclosure stating that "[i]n the forecast
period, the [intercity travel
         by intercity bus market size] is expected to increase from USD0.9
billion to USD1.8
         billion with a CAGR of approximately 17.4%, which is higher than that
of total intercity
         travel market in North America."
Our Business
Our Online Platforms, page 98

16.      You disclose that you deliver your China   s Collective Mobility
Service (   CMS   ) product
         offerings primarily through your online platforms, which predominately
comprise (i) your
         WeChat-based mini programs and other third-party partners, (ii) your
mobile apps, and
         (iii) your websites. Please explain whether the manner in which a
customer accesses your
         platform affects the way in which you derive revenues. For example,
explain if you
         receive a lower percentage of revenue from your WeChat-based mini
programs or other
         third-party partners than from your services accessed through your own
mobile app.
         Please also discuss the extent to which you can continue to provide
user-centered services
         after the service is ordered on third-party partners such as
WeChat-based mini programs,
         including the ability to push notifications such as pre-trip alerts to
such users. As part of
         this, discuss, for example, if user data entered on third-party
partners such as WeChat-
         based mini programs remains with such third-parties like Tencent, or
if you are able to
 Zheng Nan
FirstName LastNameZheng
Webus International Ltd. Nan
Comapany
October 20,NameWebus
            2022        International Ltd.
October
Page 6 20, 2022 Page 6
FirstName LastName
         pull user data to your platform such that you can continue to interact
with the users and
         perform data-analysis and other functions to improve your services.
Note 2(r). Government grants, page F-18

17.      You disclose on page 82 that you recorded RMB 850,000 as other income,
net during the
         year ended June 30, 2022 from government subsidies. Please disclose
the nature of the
         transaction and the related accounting policies used to account for
the transaction. Please
         also identify whether the amount has been received or where it is
captured in the balance
         sheet as of June 30, 2022. To the extent a receivable was recorded,
please further clarify
         why you believe recognition in the year ended June 30, 2022 is
appropriate, including
         explanation of any terms that would indicate the Group has complied
with the required
         conditions outlined by the government. In addition, please clarify if
this is a subsidy as
         indicated at page 82 or a grant as disclosed at Note 2(r) and revise
your disclosure to use
         consistent terminology.
Note 4. Property and equipment, page F-21

18.      We note in June 2022, you recorded the transfer of a building from a
major shareholder to
         Youba Tech for RM 34,791,400. We also note the asset balances for
electronic equipment
         and office equipment increased from June 30, 2021 to June 30, 2022.
Given your
         disclosure that you depreciate these assets on a straight-line basis
and the total asset
         balance increased, please explain why your depreciation expense
decreased from RMB
         187,800 for the fiscal year ended June 30, 2021 to RMB 152,380 for the
fiscal year ended
         June 30, 2022.
Note 7. Share-based compensation, page F-23

19.      We note you determined the fair value of restricted stock units using
the market approach.
          Please disclose the significant assumptions used to estimate the fair
value, including the
         expected term, expected volatility, expected dividends and risk-free
interest rates in
         accordance with ASC 718-10-50-2(f)(2). Please also disclose the extent
to which the
         estimates are considered highly complex and subjective and that the
estimates will not be
         necessary to determine the fair value of new awards once the
underlying shares begin
         trading.
General

20.      Please include the delaying amendment legend required by Item 501(a)
of Regulation S-K
         not later than the first public filing of your registration statement.
21.      Please provide us with supplemental copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         have presented or expect to present to potential investors in reliance
on Section 5(d) of the
         Securities Act, whether or not you retained, or intend to retain,
copies of the
         communications.
 Zheng Nan
Webus International Ltd.
October 20, 2022
Page 7

      You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796
or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions
regarding
comments on the financial statements and related matters. Please contact Irene
Barberena-
Meissner, Staff Attorney, at (202) 551-6548 or Kevin Dougherty, Staff Attorney,
at (202) 551-
3271 with any other questions.



                                                           Sincerely,
FirstName LastNameZheng Nan
                                                           Division of
Corporation Finance
Comapany NameWebus International Ltd.
                                                           Office of Energy &
Transportation
October 20, 2022 Page 7
cc:       Fang Liu
FirstName LastName