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United States securities and exchange commission logo





                              January 5, 2021

       Bin Lin
       Chief Executive Officer
       Lianluo Smart Limited
       Room 611, 6th Floor, Beikong Technology Building
       No. 10 Baifuquan Road, Changping District
       Beijing 102200, People   s Republic of China

                                                        Re: Lianluo Smart
Limited
                                                            Amendment No. 2 to
Registration Statement on Form F-4
                                                            Filed December 23,
2020
                                                            File No. 333-249660

       Dear Mr. Lin:

             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
December 16, 2020 letter.

       Amendment No. 2 to Registration Statement on Form F-4

       Material U.S. Federal Income Tax Consequences of the Merger, page 80

   1.                                                   We note that you have
filed a short-form tax opinion as Exhibit 8.1. The short-form tax
                                                        opinion and the
referenced tax sections in the prospectus both must state clearly that the
                                                        disclosures in the
referenced tax sections of the prospectus are the opinion of counsel.
                                                        Please refer to Section
III.B.2 of Staff Legal Bulletin No. 19 dated October 14, 2011.
                                                        Please revise the
short-form tax opinion and the referenced tax sections to state clearly
                                                        that the tax
consequences discussed in the referenced sections are counsel   s opinion.
 Bin Lin
FirstName  LastNameBin
Lianluo Smart Limited Lin
Comapany
January    NameLianluo Smart Limited
        5, 2021
January
Page 2 5, 2021 Page 2
FirstName LastName
2.       We note your disclosure on page 81 that "ACCORDINGLY, EACH STOCKHOLDER
         SHOULD CONSULT WITH SUCH STOCKHOLDER   S OWN TAX ADVISOR WITH
         RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES OF THE
         MERGER." Please delete this limitation on reliance. Investors are
entitled to rely on the
         expressed opinion. Please refer to Section III.D.1 of Staff Legal
Bulletin No. 19 dated
         October 14, 2011.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations for
Newegg
Critical Accounting Policies
Common Stock Valuations, page 176

3.       We read your response to comment 3. Please retroactively verify the
reasonableness of
         your estimated enterprise value based on the number of shares you
expect to receive in the
         merger and the market price of Lianluo   s common stock, adjusted for
Lianluo   s events
         and circumstances that were inapplicable to Newegg and Newegg   s
events and
         circumstances that were inapplicable to Lianluo. Please provide an
analysis that
         quantifies these events and circumstances to help facilitate our
review of your equity
         issuances.
Newegg, Inc.
Unaudited Consolidated Financial Statements, page F-51

4.       Please provide updated interim financial information for Newegg here
and throughout the
         filing. Refer to General Instruction C.1(d) of Form F-4 and Item
17(b)(8) of Form S-4.
Audited Consolidated Financial Statements
(19) Segment Information, page F-120

5.       We read your response to comment 4 and your corresponding disclosure
revisions.
         Segment-related information is disclosed on a management approach
basis and disclosure
         of certain segment-related amounts is not required, if those amounts
are not reviewed by
         the chief operating decision maker. However, this provision does not
apply to entity-wide
         disclosures. Please disclose your revenues by group of similar
products and services.
         Alternatively, if providing this disclosure is impracticable (which is
expected to be rare),
         please tell us the specific aspects of providing this disclosure that
are impracticable and
         explain in detail why each aspect is impracticable. If your
impracticability assertion for
         one or more specific aspects surrounds excessive cost, please also
demonstrate how you
         determined the cost would be excessive. Refer to ASC 280-10-05-5 and
ASC 280-10-50-
         40.
 Bin Lin
FirstName  LastNameBin
Lianluo Smart Limited Lin
Comapany
January    NameLianluo Smart Limited
        5, 2021
January
Page 3 5, 2021 Page 3
FirstName LastName
       You may contact Keira Nakada at 202-551-3659 or Rufus Decker at
202-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with any
other
questions.



                                                       Sincerely,

                                                       Division of Corporation
Finance
                                                       Office of Trade &
Services
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