ETAOF / ETAO International Co., Ltd. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

JOINT FILING AGREEMENT

EX-99.1 2 tm2427411d5ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of ETAO International Co. Ltd. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) pr

ETAOF / ETAO International Co., Ltd. / YA II PN, Ltd. - SC 13G/A Passive Investment

SC 13G/A 1 tm2427411d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13G Under the Securities Exchange Act of 1934 ETAO International Co. Ltd. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G31363107 (CUSIP Number) September 30, 2024 (Date of Event, which Requires Filing of this S

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Etao International Co., Ltd. (the “Company”) on Form 20-F Amendment 2 for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Wensheng Liu, Chief

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hui Wang, certify that: 1. I have reviewed this annual report on Form 20-F Amendment2 of Etao International Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.2 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Etao International Co., Ltd. (the “Company”) on Form 20-F Amendment 2 for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I Hui Wang, Chief and

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Wensheng Liu, certify that: 1. I have reviewed this annual report on Form 20-F Amendment 2 of Etao International Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-4162

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-41629 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) 1460 Broadway, 14th Floor New York, New York 10036 (Address of P

May 6, 2024

Exhibit 16.1 May 6, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by ETAO International Co., Ltd. pursuant to Form 6-K dated May 6, 2024, which we understand will be filed with the Securities and Exchange Commission regarding “Changes in Registrant’s Certifying Accountant”. We do not disagree with the contents of par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-41629

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-41629 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) 1460 Broadway, 14th Floor New York, New York 10036 (Address of Pri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-41629 CUSIP NUMBER: G31363115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Wensheng Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Etao International Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

ETAO International Co., Ltd. 1460 Broadway, 14th Floor New York, NY 10036

ETAO International Co., Ltd. 1460 Broadway, 14th Floor New York, NY 10036 April 11, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attn: Mr. Al Pavot Mr. Terence O’Brien Re: ETAO International Co., Ltd. Annual Report on Form 20-F Filed September 1, 2023 File No. 001-41629

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Etao International Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Wensheng Liu, Chief and Princip

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.2 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Etao International Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Hui Wang, Chief and Principal F

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hui Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Etao International Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-4162

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-41629 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) 1460 Broadway, 14th Floor New York, New York 10036 (Address of P

ETAO INTERNATIONAL CO., LTD AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In U.S. dollars, except for share and per share data)

Exhibit 99.1 ETAO INTERNATIONAL CO., LTD AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In U.S. dollars, except for share and per share data) As of 6/30/2023 12/31/2022 Assets Current assets: Cash $ 772,048 $ 693,781 Restricted Cash 1,327,463 - Accounts Receivable 1,211,866 1,425,824 Advances to Suppliers 4,069 66,638 Other Receivables and prepayments 55,526 59,682 Inventory 115,512 301,810 Total c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-4162

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-41629 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) 1460 Broadway, 14th Floor New York, New York 10036 Telephone: (3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-41629 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) 1460 Broadway, 14th Floor New York, New York 10036 Telephone:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-41

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-41629 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) 1460 Broadway, 14th Floor New York, New York 10036 Telephone:

EX-99.2

Exhibit 99.2

ETAO International Co., Ltd. 1460 Broadway, 14th Floor New York, New York 10036 Notice of Extraordinary General Meeting of Shareholders To Be Held on February 16, 2024, at 9:30 a.m. EST

Exhibit 99.1 ETAO International Co., Ltd. 1460 Broadway, 14th Floor New York, New York 10036 Notice of Extraordinary General Meeting of Shareholders To Be Held on February 16, 2024, at 9:30 a.m. EST To the shareholders of ETAO International Co., Ltd.: NOTICE IS HEREBY GIVEN that ETAO International Co., Ltd. (the “Company,” or “we”) will hold the an extraordinary general meeting of shareholders (th

Calculation of Filing Fee Tables (Form Type) ETAO International Co., Ltd. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) ETAO International Co.

As filed with the U.S. Securities and Exchange Commission on January 22, 2024.

As filed with the U.S. Securities and Exchange Commission on January 22, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) Cayman Islands 6770 Not Applicable (State or other jurisdiction of incorporati

EX-10.1

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-41629 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) 1460 Broadway, 14th Floor New York, New York 10036 Telephone:

COMMON STOCK PURCHASE WARRANT Etao International Co. Ltd.

Exhibit 4.2 COMMON STOCK PURCHASE WARRANT Etao International Co. Ltd. Warrant Shares: 4,444,444, subject to adjustment as set forth herein. Issuance Date: November 29, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Generating Alpha Ltd., or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-41629 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) 1460 Broadway, 14th Floor New York, New York 10036 Telephone:

Registration Rights Agreement

Exhibit 10.3 Registration Rights Agreement This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 29, 2023 (the “Effective Date”), between Etao International Co. Ltd., a Cayman Islands company (the “Company”), and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (“Holder”). The Company and the Holder may be referred to herein individually as a “Part

THE PLACEMENT AGENT FOR THIS STOCK PURCHASE AGREEMENT IS EF HUTTON LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISION AND IS A MEMBER OF FINRA STOCK PURCHASE AGREEMENT

Exhibit 10.4 THE PLACEMENT AGENT FOR THIS STOCK PURCHASE AGREEMENT IS EF HUTTON LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISION AND IS A MEMBER OF FINRA STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is dated as of the 4th day of December 2023 (the “Agreement”) between Generating Alpha Ltd., a Saint Kitts and Nevis Company (the “Investor”), and Etao Intern

Securities Purchase Agreement

Exhibit 10.1 THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA THIS AGREEMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE INVESTOR TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT

SECURITY PLEDGE AGREEMENT

Exhibit 10.2 SECURITY PLEDGE AGREEMENT SECURITY PLEDGE AGREEMENT (this “Agreement”), dated as of December 4, 2023, made by Wensheng Liu (the “Pledgor”), Etao International Co. Ltd., a company organized under the laws of the Cayman Islands with offices located at 1460 Broadway, 14th Floor, New York, NY 10036, United States (the “Company”) and Generating Alpha Ltd. a company organized under the laws

$2,400,000 SENIOR SECURED NOTE

Exhibit 4.1 Exhibit A. THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISION AND IS A MEMBER OF FINRA THIS NOTE CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE INVESTOR TO OBTAIN A JUDGMENT AGAINST BORROWER WIT

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Etao International Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Hui Wang, Chief and Principal F

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Wensheng Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Etao International Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hui Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Etao International Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

Consent of Independent Registered Public Accounting Firm

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation of our report dated September 1, 2023 in the Annual Report on Form 20-F, under the Securities Exchange Act of 1934, with respect to the consolidated balance sheets of ETAO International Co., Ltd., its subsidiaries, and variable interest entities (collectively the “Company”) as of December 3

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Etao International Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Wensheng Liu, Chief and Princip

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41629

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41629 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) 1460 Broadway, 14th Floor New York, New York 10036 Telephone: (347

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K ☐ Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-4162

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-41629 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) 1460 Broadway, 14th Floor New York, New York 10036 Telephone: (3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ ANNUAL REPORT PURSUANT TO SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-4162

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-41629 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) 1460 Broadway, 14th Floor New York, New York 10036 Telephone: (3

ETAO / Etao International Co Ltd. / YA II PN, Ltd. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ETAO International Co. Ltd. (Name of Issuer) Common Shares, with a par value $0.0001 per share (Title of Class of Securities) G31363107 (CINS Number) February 24, 2023 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate the rule

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of ETAO International Co. Ltd is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of

Standby Equity Purchase Agreement, dated February 24, 2023

Exhibit 2.1 Execution Version STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of February 24, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ETAO International Co., Ltd., a Cayman Islands exempted company (the “Company”). WHEREAS, the parties desire that, upon the terms and subject t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-4162

6-K 1 ea174505-6ketaointer.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-41629 ETAO INTERNATIONAL Co., Ltd. (Exact name of registrant as specified in its charter)

ETAO International Entered Into Standby Equity Purchase Agreement of Up To $150 Million with YAII PN, Ltd.

Exhibit 99.1 ETAO International Entered Into Standby Equity Purchase Agreement of Up To $150 Million with YAII PN, Ltd. NEW YORK, March 1, 2023 /PRNewswire/ - ETAO International Co., Ltd. (“ETAO” or the “Company”) announced on February 24, 2023, ETAO and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”) managed by Yorkville Advisors Global, LP (the “Investment Manager”),

Letter from UHY LLP

EX-15.1 4 ea174193ex15-1etaoin.htm LETTER FROM UHY LLP Exhibit 15.1 February 24, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 16F of Form 20-F filed with the U.S. Securities and Exchange Commission on February 24, 2023 of ETAO INTERNATIONAL Co., Ltd (the “Company”) and agree with the statements relating only to UHY LLP cont

Amended and Restated Memorandum and Articles of Association of Etao International Co., Ltd. dated February 9, 2023

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ETAO INTERNATIONAL CO., LTD. AS ADOPTED BY SPECIAL RESOLUTION DATED 9 FEBRUARY 2023 AND EFFECTIVE ON 9 FEBRUARY 2023 www.verify.gov.ky File#: 391812 Filed: 10-Feb-2023 08:55 EST Auth Code: A48743986720 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN

Form of Lock-Up Agreement

Exhibit 4.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], 2023 by and between the undersigned stockholder (the “Holder”) and ETAO International Co., Ltd., a Cayman Islands company (“Purchaser”). A. Mountain Crest Acquisition Corp. III (“Parent”), Etao International Group, a Cayman Islands company (the “Company”) and Wensheng Liu in his capacity as the Company stoc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 193

Letter from WWC, P.C.

Exhibit 15.2 February 24, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 16F of Form 20-F to be filed with the U.S. Securities and Exchange Commission on February 24, 2023 regarding ETAO International Co., Ltd (the “Company”) and agree with the statements relating only to WWC, P.C. contained therein. We have no basis to agree

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ETAO International Co., Ltd. (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State of incorporation or organization) (I.R.S. Employer Identification No.) 1460

PROXY STATEMENT/PROSPECTUS PROXY STATEMENT FOR SPECIAL MEETING OF MOUNTAIN CREST ACQUISITION CORP. III AND PROSPECTUS FOR ORDINARY SHARES OF ETAO INTERNATIONAL CO., LTD.

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-268819 PROXY STATEMENT/PROSPECTUS PROXY STATEMENT FOR SPECIAL MEETING OF MOUNTAIN CREST ACQUISITION CORP. III AND PROSPECTUS FOR ORDINARY SHARES OF ETAO INTERNATIONAL CO., LTD. Mountain Crest Acquisition Corp. III 311 West 43rd Street 12th Floor New York, NY 10036 (646) 493-6558 ETAO International Co., Ltd. 1460 Broadway, 14

ETAO International Co., Ltd. 1460 Broadway, 14th Floor New York, NY 10036 January 13, 2023

CORRESP 1 filename1.htm ETAO International Co., Ltd. 1460 Broadway, 14th Floor New York, NY 10036 January 13, 2023 VIA EDGAR Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Jordan Nimitz Christine Westbrook RE: ETAO International Co., Ltd. (the “Company”) Registration Statement on F

Form F-4

F-4/A 1 tm2221714-17f4a.htm F-4/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 5, 2023. Registration No. 333-268819 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-4 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) Cayma

345 Park Avenue

CORRESP 1 filename1.htm 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 jwww.loeb.com January 5, 2023 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Jordan Nimitz Christine Westbrook Re: ETAO International Co., Ltd. Registration Statement on Form F-4 Filed December 29, 202

As filed with the U.S. Securities and Exchange Commission on December 28, 2022.

F-4/A 1 tm2221714-14f4a.htm F-4/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 28, 2022. Registration No. 333-268819 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-4 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) Cay

345 Park Avenue

345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 jwww.loeb.com December 28, 2022 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Jordan Nimitz Christine Westbrook Re: ETAO International Co., Ltd. Registration Statement on Form F-4 Filed December 15, 2022 File No. 333-268819

Stock Subscription Agreement by and among Chain Workshop (Beijing) Co., Ltd., ETAO International Group, ETAO International Healthcare Technology Co., Ltd., and Subscribing Shareholders of Chain Workshop (Beijing) Co., Ltd., dated as of March 16, 2021.

? Exhibit 10.15 ? STOCK SUBSCRIPTION AGREEMENT ? by and among ? Chain Workshop (Beijing) Co.,?Ltd., (?VIE ENTITY?), ? Etao International Group (?PARENT?), ? Etao International Healthcare Technology Co.,?Ltd. (?WFOE?) ? And ? Subscribing Shareholders of the VIE Entity (collectively, ?SHAREHOLDERS?) ? March?16, 2021 ? ? ? ? STOCK SUBSCRIPTION AGREEMENT ? This STOCK SUBSCRIPTION AGREEMENT (this "Agre

December 15, 2022

345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 jwww.loeb.com December 15, 2022 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Jordan Nimitz Christine Westbrook Re: ETAO International Co., Ltd. Draft Registration Statement on Form F-4 Submitted November 29, 2022 CIK 000193

Promissory Note by and among Etao International Group, ETAO International Healthcare Technology Co., Ltd., and DXJK Limited as the holder of the note, dated as of August 24, 2021.

EX-10.30 27 tm2221714d12ex10-30.htm EXHIBIT 10.30 Exhibit 10.30 PROMISSORY NOTE Principal Amount: New York, New York ¥24,061,800.00 RMB Issuance Date: August 24, 2021 For value received pursuant to the securities subscription agreement (the “Agreement”) dated as of the Issuance Date, the undersigned, Etao International Group (the “Parent”), a Cayman Islands company, and Etao International Healthca

Waiver and Consent entered into by Top Value AEC Limited, dated as of December 13, 2022.

EX-10.25 22 tm2221714d12ex10-25.htm EXHIBIT 10.25 Exhibit 10.25 WAIVER AND CONSENT This Waiver and Consent (“Consent”) is made and entered into as of December 13, 2022, by Top Value AEC Limited (the “Holder”) in connection with the Promissory Note attached hereto as Exhibit A (the “Promissory Note”) and Stock Subscription Agreement attached hereto as Exhibit B (the “Stock Subscription Agreement”)

Securities Subscription Agreement by and among Zhichao Medical Technology (Hunan) Co., Ltd., ETAO International Group, ETAO International Healthcare Technology Co., Ltd., and Subscribing Shareholders of Zhichao Medical Technology (Hunan) Co., Ltd., dated as of March 22, 2021.

Exhibit 10.14 SECURITIES SUBSCRIPTION AGREEMENT by and among Zhichao Medical Technology (Hunan) Co., Ltd. (?VIE ENTITY?), Etao International Group (?PARENT?), ? Etao International Healthcare Technology Co., Ltd. (?WFOE?) ? And ? Subscribing Shareholders of the VIE Entity (collectively, ?SHAREHOLDERS?) ? March?22, 2021 ? ? ? ? ? ? SECURITIES SUBSCRIPTION AGREEMENT ? This SECURITIES SUBSCRIPTION AGR

Promissory Note by and among Etao International Group, ETAO International Healthcare Technology Co., Ltd., and QHYL Limited as the holder of the note, dated as of August 24, 2021.

Exhibit 10.32 PROMISSORY NOTE Principal Amount: New York, New York $2,257,261.41 USD Issuance Date: August 24, 2021 For value received pursuant to the securities subscription agreement (the ?Agreement?) dated as of the Issuance Date, the undersigned, Etao International Group (the ?Parent?), a Cayman Islands company, and Etao International Healthcare Technology Co. (the ?WFOE? and together with the

Securities Subscription Agreement by and among Qianhu Medical Management (Jiangxi) Co., Ltd., ETAO International Group, ETAO International Healthcare Technology Co., Ltd., and Subscribing Shareholders of Qianhu Medical Management (Jiangxi) Co., Ltd., dated as of March 16, 2021.

EX-10.21 18 tm2221714d12ex10-21.htm EXHIBIT 10.21 Exhibit 10.21 SECURITIES SUBSCRIPTION AGREEMENT by and among Qianhu Medical Management (Jiangxi) Co., Ltd. (“VIE ENTITY”), Etao International Group (“PARENT”), Etao International Healthcare Technology Co., Ltd. (“WFOE”) And Subscribing Shareholders of the VIE Entity (collectively, “SHAREHOLDERS”) March 16, 2021 SECURITIES SUBSCRIPTION AGREEMENT Thi

Consent of Connie Hsu to be named as a director

EX-99.5 42 tm2221714d12ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Etao International Co., Ltd. (the “Company”) of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of

Waiver and Consent entered into by 6D Dental Limited, dated as of December 13, 2022.

EX-10.35 32 tm2221714d12ex10-35.htm EXHIBIT 10.35 Exhibit 10.35 WAIVER AND CONSENT This Waiver and Consent (“Consent”) is made and entered into as of December 13, 2022, by 6D Dental Limited (the “Holder”) in connection with the Promissory Note attached hereto as Exhibit A (the “Promissory Note”) and Stock Subscription Agreement attached hereto as Exhibit B (the “Stock Subscription Agreement”) ente

Promissory Note by and among Etao International Group, ETAO International Healthcare Technology Co., Ltd., and Top Value AEC Limited as the holder of the note, dated as of August 24, 2021.

Exhibit 10.24 PROMISSORY NOTE Principal Amount: New York, New York $6,568,779 USD Issuance Date: August 24, 2021 For value received pursuant to the securities subscription agreement (the ?Agreement?) dated as of the Issuance Date, the undersigned, Etao International Group (the ?Parent?), a Cayman Islands company, and Etao International Healthcare Technology Co. (the ?WFOE? and together with the Pa

Promissory Note by and among Etao International Group, ETAO International Healthcare Technology Co., Ltd., and 6D Dental Limited as the holder of the note, dated as of August 24, 2021.

Exhibit 10.34 PROMISSORY NOTE Principal Amount: New York, New York $1,726,153.85 USD Issuance Date: August 24, 2021 For value received pursuant to the securities subscription agreement (the ?Agreement?) dated as of the Issuance Date, the undersigned, Etao International Group (the ?Parent?), a Cayman Islands company, and Etao International Healthcare Technology Co. (the ?WFOE? and together with the

Promissory Note by and among Etao International Group, ETAO International Healthcare Technology Co., Ltd., and Hunan An Yue Kenny Health Management Co Limited as the holder of the note, dated as of August 24, 2021.

EX-10.28 25 tm2221714d12ex10-28.htm EXHIBIT 10.28 Exhibit 10.28 PROMISSORY NOTE Principal Amount: New York, New York $941,538.46 USD Issuance Date: August 24, 2021 For value received pursuant to the securities subscription agreement (the “Agreement”) dated as of April 19, 2021, the undersigned, Etao International Group (the “Parent”), a Cayman Islands company, and Etao International Healthcare Tec

Beijing Dnurse Technology Co., Ltd., ETAO International Group, ETAO International Healthcare Technology Co., Ltd., Dnurse Investment Co., Ltd., Beijing DiLe Technology Co., Ltd., and Subscribing Shareholders of Dnurse Investment Co., Ltd. dated as of April 30, 2021.

Exhibit 10.23 SECURITIES SUBSCRIPTION AGREEMENT by and among Beijing Dnurse Technology Co., Ltd. (?VIE ENTITY?), Etao International Group (?PARENT?), Etao International Healthcare Technology Co., Ltd. (?WFOE?), Dnurse Investment Co., Ltd. (?DNURSE CAYMAN?), Beijing DiLe Technology Co., Ltd. (?DILE WFOE?), And Subscribing Shareholders of Dnurse Investment Co., Ltd. (collectively, ?SHAREHOLDERS?) Ap

Stock Subscription Agreement by and among Aaliance Insurance Brokers Co., Ltd., ETAO International Group, ETAO International Healthcare Technology Co., Ltd., and Subscribing Shareholders of Aaliance Insurance Brokers Co., Ltd., dated as of March 15, 2021.

Exhibit 10.22 STOCK SUBSCRIPTION AGREEMENT by and among Aaliance Insurance Brokers Co., Ltd. (?VIE ENTITY?), Etao International Group (?PARENT?), Etao International Healthcare Technology Co., Ltd. (?WFOE?) And Selling Shareholders of the VIE Entity (collectively, ?SHAREHOLDERS?) March 15, 2021 STOCK SUBSCRIPTION AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of March 15, 20

Securities Subscription Agreement by and among Tianlun (Guiyang) Buyun Buyu Hospital Co., Ltd., ETAO International Group, ETAO International Healthcare Technology Co., Ltd., and Subscribing Shareholders of Tianlun (Guiyang) Buyun Buyu Hospital Co., Ltd., dated as of March 23, 2021.

Exhibit 10.18 SECURITIES SUBSCRIPTION AGREEMENT by and among Tianlun (Guiyang) Buyun Buyu Hospital Co., Ltd. (?VIE ENTITY?), Etao International Group (?PARENT?), Etao International Healthcare Technology Co., Ltd. (?WFOE?) And Subscribing Shareholders of the VIE Entity (collectively as ?SHAREHOLDERS?) March 23, 2021 SECURITIES SUBSCRIPTION AGREEMENT This SECURITIES SUBSCRIPTION AGREEMENT (this "Agr

Consent of Suying Liu to be named as a director

Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Etao International Co., Ltd. (the ?Company?) of the Registration Statement on Form F-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Regis

Specimen Ordinary Share Certificate of PubCo

Exhibit 4.4 NUMBER SHARES C ETAO INTERNATIONAL CO., LTD. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP G31363107 is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF ETAO INTERNATIONAL CO., LTD. transferable on the books of the Company in person or by duly authorized attor

Memorandum and Articles of Association of PubCo

EX-3.3 2 tm2221714d12ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF ETAO INTERNATIONAL CO., LTD. 1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ETAO INTERNATIONAL CO., LTD. 1 The name of the Company is ETAO International Co., Ltd

Waiver and Consent entered into by YHM Limited, dated as of December 13, 2022.

EX-10.27 24 tm2221714d12ex10-27.htm EXHIBIT 10.27 Exhibit 10.27 WAIVER AND CONSENT This Waiver and Consent (“Consent”) is made and entered into as of December 13, 2022, by YHM Limited (the “Holder”) in connection with the Promissory Note (the “Promissory Note”) and Securities Subscription Agreement (the “Securities Subscription Agreement”) entered into between Etao International Group, a Cayman Is

Securities Subscription Agreement by and among Kang Ning (Heng Yang) Healthcare Management Co., Ltd., ETAO International Group, ETAO International Healthcare Technology Co., Ltd., and Subscribing Shareholders of Kang Ning (Heng Yang) Healthcare Management Co., Ltd., dated as of April 19, 2021.

EX-10.19 16 tm2221714d12ex10-19.htm EXHIBIT 10.19 Exhibit 10.19 SECURITIES SUBSCRIPTION AGREEMENT by and among Kang Ning (Heng Yang) Healthcare Management Co., Ltd. (“VIE ENTITY”), Etao International Group (“PARENT”), Etao International Healthcare Technology Co., Ltd. (“WFOE”) And Subscribing Shareholder of the VIE Entity ( “SHAREHOLDER”) April 19, 2021 SECURITIES SUBSCRIPTION AGREEMENT This SECUR

Consent of Andrew MacInnes to be named as a director

EX-99.7 44 tm2221714d12ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Etao International Co., Ltd. (the “Company”) of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of

Consent of WWC, P.C. Certified Public Accountants, independent registered public accounting firm of ETAO.

EXHIBIT 15.1 To the Board of Directors and Shareholders of ETAO International Co., Ltd. LETTER IN LIEU OF CONSENT FOR REVIEW REPORT We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of Etao International Group, subsidiaries, and variable interest entities (collectively the ?Company?) for

Exclusive Business Management and Service Agreement between Alliance Insurance Brokerage Co., Ltd. and ETAO International Healthcare Technology Co., Ltd.

Exhibit 10.9 Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this ?Agreement?) is made and entered into by and between the following parties in Beijing, People?s Republic of China (?China?) on March 15, 2021: Party A: Etao International Healthcare Technology Co., Ltd., having its address at Room 201-9, Floor 2, Building 10, Zhongguancun Software Park, No. 8,

Waiver and Consent entered into by Hunan An Yue Kenny Health Management Co Limited, dated as of December 13, 2022.

Exhibit 10.29 WAIVER AND CONSENT This Waiver and Consent (?Consent?) is made and entered into as of December 13, 2022, by Hunan An Yue Kenny Health Management Co. Limited (the ?Holder?) in connection with the Promissory Note attached hereto as Exhibit A (the ?Promissory Note?) and Securities Subscription Agreement attached hereto as Exhibit B (the ?Securities Subscription Agreement?) entered into

Stock Purchase Agreement by and among Civil Hospital (Mengzhou City) Co., Ltd., ETAO International Group, ETAO International Healthcare Technology Co., Ltd., and Selling Shareholder of Civil Hospital (Mengzhou City) Co., Ltd., dated as of March 31, 2021.

EX-10.20 17 tm2221714d12ex10-20.htm EXHIBIT 10.20 Exhibit 10.20 STOCK PURCHASE AGREEMENT by and among Civil Hospital (Mengzhou City) Co., Ltd. (“TARGET”), Etao International Group (“PARENT”), Etao International Healthcare Technology Co., Ltd. (“BUYER”) And Selling Shareholder of the Target (“SELLER”) March [], 2021 1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement") is date

Stock Subscription Agreement by and among Hangzhou Six Dimension Dental Medical Technology Co., Ltd., ETAO International Group, ETAO International Healthcare Technology Co., Ltd., and Subscribing Shareholders of Hangzhou Six Dimension Dental Medical Technology Co., Ltd., dated as of March 18, 2021.

EX-10.13 10 tm2221714d12ex10-13.htm EXHIBIT 10.13   Exhibit 10.13   STOCK SUBSCRIPTION AGREEMENT   by and among   Hangzhou Six Dimension Dental Medical Technology Co., Ltd. (“VIE ENTITY”),   Etao International Group (“PARENT”),   Etao International Healthcare Technology Co., Ltd. (“WFOE”)   And   Subscribing Shareholders of the VIE Entity (collectively, “SHAREHOLDERS”)   March 18, 2021            

Equity Pledge Agreement by and among ETAO International Healthcare Technology Co., Ltd., Alliance Insurance Brokerage Co., Ltd. and five shareholders of Alliance Insurance Brokerage Co., Ltd.

EX-10.11 8 tm2221714d12ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 Equity Pledge Contract This Equity Pledge Contract (this “Contract”) is made and entered into by the following parties in Beijing on March 15, 2021: Party A: Etao International Healthcare Technology Co., Ltd., a limited liability company, organized and existing under the laws of China, with its registered address at Room 201-9, Floor 2

Consent of Biao Dai to be named as a director

EX-99.3 40 tm2221714d12ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Etao International Co., Ltd. (the “Company”) of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of

Consent of Wensheng Liu to be named as a director

EX-99.2 39 tm2221714d12ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Etao International Co., Ltd. (the “Company”) of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of

Exclusive Option Agreement by and among ETAO International Healthcare Technology Co., Ltd., Alliance Insurance Brokerage Co., Ltd. and five shareholders of Alliance Insurance Brokerage Co., Ltd.

EX-10.10 7 tm2221714d12ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 Exclusive Option Contract This Exclusive Option Contract (this “Contract”) is made and entered into by and among the following Parties in Beijing, People’s Republic of China (“China”) on March 15, 2021: Party A: Etao International Healthcare Technology Co., Ltd., a limited liability company organized and existing under the laws of Chin

Joinder Agreement, dated as of July 26, 2022, by and among Mountain Crest Acquisition Corp. III, ETAO International Group, Wensheng Liu, in his capacity as the Company Shareholders’ Representative, ETAO International Co., Ltd. and ETAO Merger Sub, Inc. (incorporated by reference to the exhibit to the Registration Statement on Form F-4 initially filed with the Securities and Exchange Commission on December 15, 2022; File Number 333-268819).

F-4 1 tm2221714-10f4.htm F-4 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 15, 2022. Registration No. 333-        UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ETAO International Co., Ltd. (Exact name of registrant as specified in its charter) Cayman Islands 6770 Not

Preliminary Proxy Card.

EX-99.1 38 tm2221714d12ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Preliminary PROXY CARD Mountain Crest Acquisition Corp. III 311 West 43rd Street, 12th Floor New York, New York 10036 SPECIAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MOUNTAIN CREST ACQUISITION CORP. III The undersigned hereby appoints and as proxies (the “Proxies”), and each of them with full

List of Subsidiaries.

EX-21.1 34 tm2221714d12ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 List of Significant Subsidiaries of PubCo1 Significant Subsidiaries Place of Incorporation Relationship to the Registrant ETAO Merger Sub, Inc. Cayman Islands Subsidiary 1 This is a list of the significant subsidiaries of the Registrant as of the date of the prospectus. List of Significant Subsidiaries and VIEs of ETAO2 Significant Subsid

Calculation of Filing Fee Tables Form F-4 (Form Type) MOUNTAIN CREST ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities CALCULATION OF REGISTRATION FEE

EX-FILING FEES Calculation of Filing Fee Tables Form F-4 (Form Type) MOUNTAIN CREST ACQUISITION CORP.

Consent of Kenneth Liang to be named as a director

EX-99.4 41 tm2221714d12ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Etao International Co., Ltd. (the “Company”) of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of

Waiver and Consent entered into by QHYL Limited, dated as of December 13, 2022.

EX-10.33 30 tm2221714d12ex10-33.htm EXHIBIT 10.33 Exhibit 10.33 WAIVER AND CONSENT This Waiver and Consent (“Consent”) is made and entered into as of December 13, 2022, by QHYL Limited (the “Holder”) in connection with the Promissory Note attached hereto as Exhibit A (the “Promissory Note”) and Securities Subscription Agreement attached hereto as Exhibit B (the “Securities Subscription Agreement”)

Promissory Note by and among Etao International Group, ETAO International Healthcare Technology Co., Ltd., and YHM Limited as the holder of the note, dated as of August 24, 2021.

Exhibit 10.26 PROMISSORY NOTE Principal Amount: New York, New York $4,014,720 USD Issuance Date: August 24, 2021 For value received pursuant to the securities subscription agreement (the ?Agreement?) dated as of March 20, 2021, the undersigned, Etao International Group (the ?Parent?), a Cayman Islands company, and Etao International Healthcare Technology Co. (the ?WFOE? and together with the Paren

Securities Subscription Agreement by and among Changxing Zhizhou Hospital Co., Ltd., ETAO International Group, ETAO International Healthcare Technology Co., Ltd., and Subscribing Shareholders of Changxing Zhizhou Hospital Co., Ltd., dated as of March 20, 2021.

EX-10.17 14 tm2221714d12ex10-17.htm EXHIBIT 10.17 Exhibit 10.17 SECURITIES SUBSCRIPTION AGREEMENT by and among Changxing Zhizhou Hospital Co., Ltd. (“VIE ENTITY”), Etao International Group (“PARENT”), Etao International Healthcare Technology Co., Ltd. (“WFOE”) And Subscribing Shareholder of the VIE Entity (“SHAREHOLDER”) March 20, 2021 1 SECURITIES SUBSCRIPTION AGREEMENT This SECURITIES SUBSCRIPTI

Securities Subscription Agreement by and among Changsha Zhenghe Orthopaedics Hospital Co., Ltd., ETAO International Group, ETAO International Healthcare Technology Co., Ltd., and Subscribing Shareholders of Changsha Zhenghe Orthopaedics Hospital Co., Ltd., dated as of March 31, 2021.

EX-10.16 13 tm2221714d12ex10-16.htm EXHIBIT 10.16 Exhibit 10.16 SECURITIES SUBSCRIPTION AGREEMENT by and among (“VIE ENTITY”), Etao International Group (“PARENT”), Etao International Healthcare Technology Co., Ltd. (“WFOE”) And Subscribing Shareholders of the VIE Entity (collectively, “SHAREHOLDERS”) April 15, 2021 SECURITIES SUBSCRIPTION AGREEMENT This SECURITIES SUBSCRIPTION AGREEMENT (this "Agr

Securities Subscription Agreement by and among Baihua Baihui (Beijing) Biotech Co., Ltd., ETAO International Group, ETAO International Healthcare Technology Co., Ltd., and Subscribing Shareholders of Baihua Baihui (Beijing) Biotech Co., Ltd., dated as of June 30, 2021.

? Exhibit 10.12 ? SECURITIES SUBSCRIPTION AGREEMENT ? by and among ? Baihua Baihui (Beijing) Biotech Co.,?Ltd. (?VIE ENTITY?), ? Etao International Group (?PARENT?), ? Etao International Healthcare Technology Co.,?Ltd. (?WFOE?) ? And ? Subscribing Shareholders of the VIE Entity (collectively as ?SHAREHOLDERS?) ? July?[], 2021 ? ? ? ? ? ? SECURITIES SUBSCRIPTION AGREEMENT ? This SECURITIES SUBSCRIP

Waiver and Consent entered into by DXJK Limited, dated as of December 13, 2022.

EX-10.31 28 tm2221714d12ex10-31.htm EXHIBIT 10.31 Exhibit 10.31 WAIVER AND CONSENT This Waiver and Consent (“Consent”) is made and entered into as of December 13, 2022, by DXJK Limited (the “Holder”) in connection with the Promissory Note attached hereto as Exhibit A (the “Promissory Note”) and Stock Subscription Agreement attached hereto as Exhibit B (the “Stock Subscription Agreement”) entered i

Confidentially submitted to the U.S. Securities and Exchange Commission submitted on November 28, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains stric

TABLE OF CONTENTS Confidentially submitted to the U.S. Securities and Exchange Commission submitted on November 28, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential Registration No. 333-        UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-4 Amend

345 Park Avenue

DRSLTR 1 filename1.htm 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 jwww.loeb.com November 28, 2022 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Jordan Nimitz Christine Westbrook Re: ETAO International Co., Ltd. Draft Registration Statement on Form F-4 Submitted Novem

Confidentially submitted to the U.S. Securities and Exchange Commission submitted on November 1, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strict

DRS/A 1 filename1.htm TABLE OF CONTENTS Confidentially submitted to the U.S. Securities and Exchange Commission submitted on November 1, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential Registration No. 333-        UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

345 Park Avenue

DRSLTR 1 filename1.htm 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 jwww.loeb.com November 1, 2022 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Jordan Nimitz Christine Westbrook Re: ETAO International Co., Ltd. Draft Registration Statement on Form F-4 Submitted Septem

September 30, 2022

DRSLTR 1 filename1.htm 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 www.loeb.com September 30, 2022 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Jordan Nimitz Christine Westbrook Re: ETAO International Co., Ltd. Draft Registration Statement on Form F-4 Submitted July

Confidentially submitted to the U.S. Securities and Exchange Commission submitted on September 30, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains stri

DRS/A 1 filename1.htm TABLE OF CONTENTS Confidentially submitted to the U.S. Securities and Exchange Commission submitted on September 30, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential Registration No. 333-        UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Confidentially submitted to the U.S. Securities and Exchange Commission submitted on July 28, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly

DRS 1 filename1.htm TABLE OF CONTENTS Confidentially submitted to the U.S. Securities and Exchange Commission submitted on July 28, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential Registration No. 333-        UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2054