March 4, 2020

Jianhua Wu
Chief Executive Officer
Sharing Economy International Inc.
8 Hysan Avenue, Causeway Bay
Hong Kong

       Re: Sharing Economy International Inc.
           Revised Preliminary Information Statement on Schedule 14C
           Filed February 26, 2020
           File No. 001-34591

Dear Mr. Wu:

       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. Our reference to prior comments is to comments in our letter dated
February 13,
2020.

       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.

Revised Preliminary Information Statement on Schedule 14C

Information on Consenting Stockholder, page 2

1.    We note the revisions made in response to prior comment 2. However, we
also note that
      there continue to be apparent discrepancies with your disclosure. First,
you disclose here
      that you had 199,418,592 shares of common stock issued and outstanding as
of the record
      date. In the table on page 6 and in the paragraph preceding the table on
page 3, you
      disclose that you had had 250,000,000 shares of common stock issued and
outstanding as
      of January 31, 2020. Please either provide a detailed response explaining
this discrepancy
      or revise to reconcile it. Second, in the table on page 2 you disclose
that the consenting
      stockholder owned 181,474,054 shares of your common stock and below the
table you
      disclose that the consenting stockholder owned 181,057,805 shares of your
common
      stock. Please revise to reconcile.
 Jianhua Wu
FirstName LastNameJianhua Wu
Sharing Economy International Inc.
Comapany NameSharing Economy International Inc.
March 4, 2020
Page 2
March 4, 2020 Page 2
FirstName LastName
Security Ownership of Certain Beneficial Owners and Management, page 3

2.       Your response to prior comment 3 indicates that the beneficial
ownership table does not
         assume the issuance of the shares that remain to be issued pursuant to
the Peak Equity
         share exchange agreement. However, we note that Chan Tin Chi and
ECinteract
         Company Limited's beneficial ownership appears to include these
shares. Accordingly,
         please make the revisions requested by prior comment 3 or revise to
provide an alternate
         presentation that clearly discloses both the number of issued and
outstanding shares these
         two stockholders currently hold and the number of shares not yet
issued that each is
         entitled to pursuant to the Peak Equity share exchange agreement.
Executive Compensation, page 4

3.       We note that, in response to prior comment 4, you updated the summary
compensation
         table for fiscal year 2019. Please ensure that all the compensation
disclosures on pages 4
         through 6 are similarly updated for fiscal year 2019.
I. Amendment to Articles of Incorporation, page 6

4.       We note the revisions made in response to prior comment 5; however,
the table continues
         to be unclear. With respect to the "after authorized shares amendment"
row, it is unclear
         how there will be 200 million shares of common stock that are
authorized but unissued
         and unreserved if you will also have 250 million shares issued and
outstanding and
         another 7.2 billion shares authorized and reserved for issuance.
Please revise this table to
         ensure that the numbers are consistent with disclosure throughout the
document or provide
         a detailed explanation of the current presentation.
5.       You disclose on pages 3 and 7 that you issued 181,057,805 shares to
the Peak Equity
         shareholders on December 27, 2019 and that you are still obligated to
issue 7,018,942,195
         shares to the Peak Equity shareholders. Please explain why these share
numbers changed
         and why they are not consistent with the disclosure of the transaction
in your Form 8-K
         filed December 31, 2019, as amended on February 10, 2020.
General

6.       We note that there are outstanding comments on your Form 8-K filed
December 31, 2019,
         as amended on February 10, 2020, and that the Form 8-K is incorporated
by reference into
         the information statement. Please be advised that we will be unable to
complete our
         review of this information statement until the outstanding comments on
your Form 8-K
         are resolved. Please ensure that any additional amendments to this
Form 8-K are
         specifically incorporated by reference into a future amendment of this
information
         statement.
 Jianhua Wu
FirstName LastNameJianhua Wu
Sharing Economy International Inc.
Comapany NameSharing Economy International Inc.
March 4, 2020
Page 3
March 4, 2020 Page 3
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or
Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Thomas E. Puzzo, Esq.