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                             November 23, 2022

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

                                                        Re: Webus International
Ltd.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted October
31, 2022
                                                            CIK No. 0001941158

       Dear Zheng Nan:

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

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

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

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

       Cover Page

   1.                                                   We note your revised
disclosure in response to prior comment 1 and reissue the comment.
                                                        Refrain from using
terms such as    we    or    our    when describing activities or functions of
                                                        a VIE throughout your
prospectus.
   2.                                                   We note your revised
disclosure in response to prior comment 2 that, as of the date of this
                                                        prospectus, none of
your subsidiaries has made any dividend payment or distribution to
                                                        the holding company.
Please expand to disclose whether any transfers, dividends, or
                                                        distributions have been
made to date between the holding company, its subsidiaries, and
 Zheng Nan
FirstName LastNameZheng
Webus International Ltd. Nan
Comapany 23,
November  NameWebus
              2022      International Ltd.
November
Page 2    23, 2022 Page 2
FirstName LastName
         consolidated VIEs and quantify the amounts where applicable. In this
regard, we note
         your disclosure here that the cash transfer among the holding company
and its subsidiaries
         is typically transferred through dividends, capital contributions or
intercompany loans
         between the holding company and its subsidiaries. We also note your
disclosure on page
         40 that you rely principally on dividends, other distributions or
intercompany loans paid
         by the WFOE or Wetour for your cash needs, including paying dividends
and other cash
         distributions to your Shareholders, servicing any debt you and the VIE
may incur and
         paying your and the VIE   s operating expenses.
3.       We note your revised disclosure in response to prior comment 6 here
and elsewhere in
         your prospectus that you are the beneficiary of the remaining "50%
equity interests" in
         Youba Tech through contractual arrangements with Youba Tech and
Individual
         Registered Shareholders (   50% VIE Interests   ). Please refrain from
using the term
         "equity interest" when referring to your VIE interests in Youba Tech
through contractual
         arrangements with Youba Tech and Individual Registered Shareholders.
Risk Factor Summary, page 5

4.       We note your revised disclosure in response to prior comment 3 and
reissue the comment.
         Please revise your summary of risk factors to disclose the significant
liquidity risks that
         your corporate structure and being based in and having the majority of
the Company   s
         operations in China poses to investors with cross-references to the
more detailed
         discussion of these risks in the prospectus.
Transfer of Cash to and From Our Subsidiaries and the VIE, page 12

5.       We note your revised disclosure in response to prior comment 7 and
reissue the comment
         in part. You disclose that there has been no cash flows and transfers
of other assets
         among the holding company, its subsidiaries, and VIE and its
subsidiary. You further
         disclose that none of your subsidiaries and the VIE and its subsidiary
has made any
         dividend payment or distribution to the holding company as of the date
this prospectus,
         and they have no plans to make any distribution or dividend payment to
the holding
         company in the near future. This disclosure continues to appear
inconsistent with your
         disclosure on your cover page that the cash transfer among the holding
company and its
         subsidiaries is typically transferred through dividends, capital
contributions or
         intercompany loans between the holding company and its subsidiaries,
and that funds may
         be paid by the VIE and its subsidiary to the WFOE as service fees
according to the VIE
         agreements. It is also inconsistent with your disclosure on page 40
that you rely
         principally on dividends, other distributions or intercompany loans
paid by the WFOE or
         Wetour for your cash needs, including paying dividends and other cash
distributions to
         our Shareholders, servicing any debt you and the VIE may incur and
paying your and the
         VIE   s operating expenses. Please revise to address this apparent
inconsistency.
6.       We note you revised disclosure in response to prior comment 9 and
reissue the comment.
         Please revise to clearly disclose the restrictions and limitations on
your ability to distribute
 Zheng Nan
FirstName LastNameZheng
Webus International Ltd. Nan
Comapany 23,
November  NameWebus
              2022      International Ltd.
November
Page 3    23, 2022 Page 3
FirstName LastName
         earnings from the company, including your subsidiaries and/or the
consolidated VIEs, to
         the parent company and U.S. investors as well as the ability to settle
amounts owed under
         the VIE agreements. In this regard, we note your disclosure is unclear
regarding the
         restrictions and limitations on your ability to distribute earnings
from the VIE and its
         subsidiary to the parent company and how you settle amounts owed under
the VIE
         agreements.
Any change of regulations and rules by Chinese government including potential
additional
requirements on cybersecurity review..., page 51

7.       We note your response to prior comment 11, and we-issue our comment in
part. You
         disclose that while you are not an CIIO as defined in the Review
Measures, you are
         probably deemed to be a DPO engaging in data processing activities.
However, you
         disclose that you are not subject to cybersecurity review as you do
not process personal
         data for more than one million individuals under Cyber Data Security
Measure (Draft),
         and based on your business patterns and development plans, the number
of individuals
         whose personal data is held by you is unlikely to reach the threshold
of one million within
         the upcoming two years. If your business continues to expand beyond
those initial two
         years, and you eventually process personal data for more than one
million individuals,
         please explain the ramifications for your business if you cross that
threshold, such as if
         you could be subject to a cybersecurity review by the Cybersecurity
Review Office. There
         also appears a myriad of other regulations as discussed under
"Regulations Relating to
         Cyber Security and Data Security" on page 107 that can apply to you if
you cross the
         threshold of one million individuals personal data. Finally, if you
reach the threshold of
         processing one million individuals personal data within the normal
growth of your
         business over time, disclose if you believe you will be able to
continue to conduct your
         business as structured, accept foreign investments, and/or remain
listed and traded on a
         U.S. or other foreign exchange after that time.
Risk Factors
Risks Related to Our Ordinary Shares and This Offering
The market price for our ordinary shares may be volatile., page 54

8.       We note recent instances of extreme stock price run-ups followed by
rapid price declines
         and stock price volatility seemingly unrelated to company performance
following a
         number of recent initial public offerings, particularly among
companies with relatively
         smaller public floats. Please revise this risk factor to address the
potential for rapid price
         volatility and any known factors particular to your offering that may
add to this risk and
         discuss the risks to investors when investing in stock where the price
is changing rapidly.
         Clearly state that such volatility may make it difficult for
prospective investors to assess
         the rapidly changing value of your stock.
 Zheng Nan
FirstName LastNameZheng
Webus International Ltd. Nan
Comapany 23,
November  NameWebus
              2022      International Ltd.
November
Page 4    23, 2022 Page 4
FirstName LastName
Our Industry, page 88

9.       We note your revised disclosure in response to prior comment 15 and
reissue the comment
         in part. Please revise to include balancing language to emphasize the
prospective nature
         of the CAGR projections you include in this section derived from the
Frost & Sullivan
         report you commissioned in September 2022.
Regulations Relating to Cyber Security and Data Security, page 107

10.      In terms of regulations subject to companies that process over one
million individuals
         personal data, you disclose that the Draft Data Security Regulations
requires data
         processors processing over one million individuals personal
information to comply with
         rules on processors of important data, including but not limited to
carrying out the data
         security assessment annually and file the report with competent
authorities. While you
         disclose that you have below one million individuals personal data at
this time, please
         discuss if you have designated a person in charge of data security,
have set up a security
         management department, and/or conduct regular risk assessment for your
processing
         activities.
11.      We note your disclosure of the "Measures for Security Assessment for
Outbound Data
         Transfer," in terms of a data handler processing the personal
information of more than one
         million individuals, that such entity will have to, through the local
Cyberspace
         Administration at the provincial level, apply to the State Cyberspace
Administration for
         security assessment for the outbound data transfer in certain
circumstances. Please discuss
         if under your corporate structure once this offering is effective, you
anticipate that you
         would regularly transfer user information outside of the PRC such that
you would be
         subject to these restrictions to the extent your business grows to
process over one millions
         individuals personal data. If you don't anticipate regularly
transferring user information
         outside of the PRC, please discuss instances when you would need to
transfer user data
         outside of the PRC, if applicable.
12.      In terms of your tour service in North America under the brand name
Wetour," please
         disclose where you retain or house such users' personal information,
and discuss the
         applicability of such "Wetour" users' personal data to the the PRC's
regulations relating to
         Cyber Security and Data Security.
Note 7. Share-based compensation, page F-23

13.      We note your response to comment 17 and reissue the comment, in part.
We note you
         determined the fair value of restricted stock units using the market
approach. Please
         disclose the significant assumptions used to estimate the fair value,
including the expected
         term, expected volatility, expected dividends and risk-free interest
rates in accordance
         with ASC 718-10-50-2(f)(2).
 Zheng Nan
Webus International Ltd.
November 23, 2022
Page 5

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



                                                           Sincerely,
FirstName LastNameZheng Nan
                                                           Division of
Corporation Finance
Comapany NameWebus International Ltd.
                                                           Office of Energy &
Transportation
November 23, 2022 Page 5
cc:       Fang Liu
FirstName LastName