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May 24, 2024
Zhang Jian
Chief Executive Officer
Sunrise Real Estate Group, Inc.
No. 18, Panlong Road
Shanghai, PRC 201702
Re:Sunrise Real Estate Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021 and 2022
Response dated May 3, 2024
File No. 000-32585
Dear Zhang Jian:
            We have reviewed your May 3, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our December 26,
2023 letter.
Response dated May 3, 2024
Item 1. Business, page 2
1.We note your response to prior comment 3, including your proposed revised summary of
risk factors disclosure. In the forepart of the business section, after the paragraph where
you state that you and your subsidiaries do not have material contractual arrangements
with one or more VIEs based in China, please provide prominent disclosure about
the legal and operational risks associated with being based in or having the majority of the
company’s operations in China. Your disclosure should make clear whether these risks
could result in a material change in your operations or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to data security or anti-monopoly concerns, have or may impact the

 FirstName LastNameZhang Jian
 Comapany NameSunrise Real Estate Group, Inc.
 May 24, 2024 Page 2
 FirstName LastName
Zhang Jian
Sunrise Real Estate Group, Inc.
May 24, 2024
Page 2
company’s ability to conduct its business, accept foreign investments, or list on a U.S. or
other foreign exchange.
            Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Steven Schuster