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McLaughlin
& Stern,
llp

Founded
1898

  STEVEN
W. SCHUSTER

Partner

sschsuter@mclaughlinstern.com

(212) 448-6216

  260 Madison
Avenue

New
York, New York 10016

(212) 448–1100

Fax (212)
448–0066

www.mclaughlinstern.com

  New York,
New York

Millbrook,
New York

Garden city,
New York

Westport,
Connecticut

West Palm
Beach, Florida

Naples,
Florida

Clark, New
Jersey

March 21, 2023

James Lopez

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

    Re:
    Sunrise Real Estate Group, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2021

    File No. 000-32585

Dear Mr. Lopez:

On behalf of our client, Sunrise
Real Estate Group, Inc. (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated August
30, 2022 with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2021 (File No. 000-32585).

For your convenience, the
Commission’s comments have been repeated herein in bold, with responses immediately following each of the Commission’s comments.

Form 10-K for the Fiscal Year Ended December 31, 2021

Item 1. Business, page 2

 1. Please disclose prominently in the forepart of the business section that you are not a Chinese
operating company but a Texas holding company with operations conducted by your subsidiaries based in China and that this structure involves
unique risks to investors. Please also clarify in the forepart and in Government Regulation (1) any restrictions on direct foreign ownership
of or investment in real estate in China and (2) whether you or your subsidiaries have material contractual arrangements with one or more
variable interest entities (VIEs) based in China. Please also advise us whether and how the Texas holding company and offshore subsidiaries
are meant to comply with restrictions on foreign ownership of or investment in real estate in China. We may have additional comments upon
review of your response.

McLaughlin & Stern, LLP

Answer:
1. We respectfully acknowledges the Staff’s comment and advise the Staff that we plan to prominently disclose that we
are not a Chinese operating company, but a holding company incorporated in Texas with operations conducted by its subsidiaries based in
China.We plan to revise the paragraphs on pages 2 of our Form 10-K as below, the relevant risk factors are added in our answer to question
No.3:

Sunrise
Real Estate Group, Inc. (“SRRE”) is a Texas holding company and conducts business primarily through its operating
subsidiaries in China. The principal activities of SRRE and its subsidiaries (collectively referred to as the “Company”)
are real estate development and property brokerage services, including real estate marketing services, property leasing services; and
property management services in the People’s Republic of China (“PRC”). Our investors hold shares of common
stock in SRRE, the Texas holding company.

We do not have or intend to set up any subsidiary or enter
into any contractual arrangements to establish a variable interest entity structure with any entity in China. Our current ownership interests
in our various subsidiaries and other entities are set forth in the below organizational chart below.

2.             We and our subsidiaries do not have material contractual arrangements with one or more variable interest entities (VIEs) based
in China. Pursuant to the Special Administrative Measures on the Access of Foreign Investment (Negative List) (2021 Edition), or the 2021
Negative List, jointly issued by the NDRC and the MOFCOM on December 27, 2021 and enforced on January 1, 2022, the foreign investment
related to real estate development does not fall within the category of industries in which foreign investment is restricted or prohibited;
below are the regulations on direct foreign ownership of or investment in real estate in China, which we plan to add to the 10-K/A under
 “Government Regulation”.

“Regulations on Foreign-Invested Real Estate Enterprise

Industrial Restriction

Pursuant to the Special Administrative Measures on the Access
of Foreign Investment (Negative List) (2021 Edition), or the 2021 Negative List, jointly issued by the NDRC and the MOFCOM on December
27, 2021 and enforced on January 1, 2022, the foreign investment related to real estate development does not fall within the category
of industries in which foreign investment is restricted or prohibited. The 2020 Negative List enumerates the restricted industries and
the prohibited industries in relation to foreign investment, and the industries, such as real estate development industry, which do not
fall within the 2021 Negative List, shall be administered under the principle of equal treatment to domestic and foreign investment. On
March 15, 2019, the Foreign Investment Law of the People’s Republic of China, or the “FIL”, was issued by SCNPC and
took effect on January 1, 2020, which also provides that the industries in which foreign investment is not restricted and prohibited shall
be administered under the principle of equal treatment to domestic investment, however, where verification and record-filing of a foreign
investment are required, relevant provisions of the State shall still be followed.

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McLaughlin & Stern, LLP

Considering the increasing foreign investment in the real estate industry
in recent years, the MOHURD, the MOFCOM, the NDRC, the PBOC, the SAIC, and the SAFE jointly implemented the Opinions on Regulating
the Entry and Administration of Foreign Investment in the Real Estate Market, or Circular No. 171, on July 11, 2006 and amended on
August 19, 2015, which may impact foreign investment in the real estate industry in the following areas:

    ●
    Foreign-invested real estate enterprises, or the FIREEs must have a registered capital in amounts pursuant to and consistent with existing regulations.

    ●
    Upon payment of the land use rights grant premium, the FIREE can apply to the land administration authority for a land use rights certificate. Upon obtaining the land use rights certificate, an FIREE may then obtain a recertification of its existing Foreign-Invested Enterprises Approval Certificate, or FIEAC, and the Business License, with the same validity period as that of such land use rights certificate, following which, the FIREE may apply to the tax administration for tax registration purposes.

    ●
    When a foreign investor merges with a domestic real estate enterprise, or acquires an FIREE’s equity or project, the investor is required to submit a guarantee which ensures the compliance with the provisions of the land use rights grant contract, construction site planning permit, construction work planning permit, the land use rights certificate, the modification certification issued by the construction authorities, and the tax payments certification issued by the relevant tax authorities.

    ●
    Foreign investors which merge with domestic real estate development enterprises by share transfers or other methods, or which acquire the equity of a PRC party in joint venture enterprises, must allocate their employees appropriately, deal with bank debts and settle the lump sum payment of the transfer price through self-owned funds. However, a foreign investor with an unfavorable record may not be allowed to conduct any of the aforesaid activities.

    ●
    FIREEs which have failed to obtain a land use rights certificate, or which have under 35% of the total capital required for the project, will not be allowed to obtain a loan in or outside China, and foreign exchange administration departments will not approve any settlement of foreign loans by such enterprises.

    ●
    Any Chinese or foreign investors in an FIREE may not guarantee fixed profit returns or provide other arrangements to the same effect for any party in any form.

Circular No. 50

On May 23, 2007, the MOFCOM and the SAFE issued the Notice
on Further Strengthening and Standardizing the Approval and Administration of Foreign Direct Investments in Real Estate Enterprise,
or Circular No. 50, and amended on October 28, 2015. Some of the key developments in this area are as follows:

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McLaughlin & Stern, LLP

    ●
    the local governments/authorities that approve FIREE establishments are now required to file such approvals with the MOFCOM;

    ●
    prior to establishing an FIREE, foreign investors are required to obtain land use rights or the ownership of a real estate project, or the investor should have entered into an indicative land grant contract or indicative project purchase agreement with the land administrative department, developer of the land or owner of the property;

    ●
    the practice of allowing foreign investors taking over local project companies by way of roundtrip investment is strictly controlled; and

    ●
    foreign-invested enterprise that intends to engage in real estate development, or an existing FIREE which intends to undertake a new real estate development project, must first apply to the relevant authorities for such business scope and scale expansion in accordance with laws and regulations on foreign investments.

Circular 122

On August 19, 2015, six PRC regulatory agencies, including the MOHURD
and the SAFE, implemented the Notice on Adjusting Policies on Entry and Administration of Foreign Investment in the Real Estate
Market, or Circular 122, among other things, according to which the requirement of full payment of its capital contributions
of FIREE no longer exists when the FIREE applies to domestic loans, overseas loans and settlement of foreign exchange loans, and the FIREE
may directly apply to the bank for the registration of foreign exchange regarding foreign direct investment in accordance with the relevant
rules on foreign exchange administration. Similarly, Circular 122 does not de-regulate the Chinese real estate market. The previous material
requirements for granting approval under Circular No. 171 and Circular No. 50 still apply.

 2. Clearly disclose how you will refer to the holding company and various subsidiaries when providing
the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries
or entities are conducting the business operations. In this regard, we note the organizational chart on page 4 and accompanying narrative
indicate that operations are conducted by "subsidiaries that are based in the PRC" and that Shanghai Shang Yang Investment Management
and Consulting Company Limited (SHSY) is your "main operating subsidiary." The organizational chart and accompanying narrative
should clearly identify the specific entities that conduct operations, as well as the approximate percentage of revenues generated by
such entities. For the entities in the chart, disclose the person or entity that owns the equity and/or controls it through contracts
or otherwise.

Answer:
We respectfully acknowledges the Staff’s comment and advise the Staff that listed below are the breakdown of revenues of the operating
subsidiaries of SRRE. We plan to insert the below disclosure after the organization chart on page 4 of our Form 10-KA:

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McLaughlin & Stern, LLP

    Company
    Operation
    % of Revenue Based on 2021
    Place of Organization
    Shareholder(s)
    Place of Organization or Citizenship
    % Ownership

    1
    Lin Ray Yang Enterprise Ltd.
    Holding company
    0%
    British Virgin Islands
    Sunrise Real Estate Group Inc.
    USA
    100%

    Company
    Operation
    % of Revenue Based on 2021
    Place of Organization
    Shareholder(s)
    Place of Organization or Citizenship
    % Ownership

    2
    Sunrise Real Estate Development Group Inc.
    Holding company
    0%
    Cayman Islands
    Sunrise Real Estate Group Inc.
    USA
    100%

    Company
    Operation
    % of Revenue Based on 2021
    Place of Organization
    Shareholder(s)
    Place of Organization or Citizenship
    % Ownership

    3
    Shanghai Xin Ji Yang Real Estate Consultation Co., Ltd
    Consultation service
    0%
    China
    Sunrise Real Estate Development Group Inc.
    Cayman Islands
    100%

    Company
    Operation
    % of Revenue Based on 2021
    Place of Organization
    Shareholder(s)
    Place of Organization or Citizenship
    % Ownership

    4
    Shanghai Shangyang Investment Management and Consulting Co., Ltd
    Consultation service

    1.38% (USD747,193)

    China
    Lin Ray Yang Enterprise Ltd.
    British Virgin Islands
    100%

    Company
    Operation
    % of Revenue Based on 2021
    Place of Organization
    Shareholder(s)
    Place of Organization or Citizenship
    % Ownership

    5
    Zhong Ji Pu Fa Real Estate Co., Ltd
    Property Development

    0.89% (USD481,868)

    China
    Shanghai Shangyang Investment Management and Consulting Co., Ltd
    China

    Company
    Operation
    % of Revenue Based on 2021
    Place of Organization
    Shareholder(s)
    Place of Organization or Citizenship
    % Ownership

    6
    Huai’an Zhan Bao Property Investment Co., Ltd
    Holding Company
    0%
    China
    Lin Ray Yang Enterprise Ltd.
    British Virgin Islands
    78.46%

    Zhan Li (HK) Ltd.
    Hong Kong
    10%

    Beijing Zuitaoran Fashion Ltd.
    China
    10%

    Shanghai Ba A Management Centre (Limited Partnership)
    China
    0.77%

    Fang Ken Management Centre (Limited Partnership)
    China
    0.77%

    Company
    Operation
    % of Revenue Based on 2021
    Place of Organization
    Shareholder(s)
    Place of Organization or Citizenship
    % Ownership

    7

    Huai‘an Tianxi Real Estate Development

    Co., Ltd

    Property Development
    48.95% (USD26,501,655)
    China
    Huai’an Zhan Bao Property Investment Co., Ltd
    China
    100%

    Company
    Operation
    % of Revenue Based on 2021
    Place of Organization
    Shareholder(s)
    Place of Organization or Citizenship
    % Ownership

    8
    Shanghai Ruijian Design Co., Ltd
    Consultation service
    0%
    China
    Shanghai Shangyang Investment Management and Consulting Co., Ltd
    China
    100%

    Company
    Operation
    % of Revenue Based on 2021
    Place of Organization
    Shareholder(s)
    Place of Organization or Citizenship
    % Ownership

    9
    Linyi Ruilin  Design Co., Ltd
    Consultation service
    0%
    China
    Shanghai Ruijian Design Co., Ltd
    China
    100%

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McLaughlin & Stern, LLP

    Company
    Operation
    % of Revenue Based on 2021
    Place of Organization

    Place of Organization or Citizenship

    10
    Linyi Shangyang Real Estate Development Co., Ltd
    Property development
    48.66% (USD26,342,744)
    China
    Zhang Shu Qing
    Taiwan
    46%

    Linyi Ruilin Design Co., Ltd
    China
    34%

    Chen Jia Wei
    Taiwan
    7%

    Huang Xin Hua
    Taiwan
    8%

    Guo Wei Chun
    Taiwan
    5%

    Company
    Operation
    % of Revenue Based on 2021
    Place of Organization
    Shareholder(s)
    Place of Organization or Citizenship
    % Ownership

    11
    Suzhou Xin Ji Yang Real Estate Consultation Co., Ltd
    Consultation service,

    0.12% (USD66,949)

    China
    Shanghai Xin Ji Yang Real Estate Consultation Co., Ltd
    China
    75%

    Jacky Pan Investment Inc
    British Virgin Islands
    25%

    Company
    Operation
    % of Revenue Based on 2021
    Place of Organization
    Shareholder(s)
    Place of Organization or Citizenship
    % Ownership

    12
    Suzhou Shang Yang Real Estate Consultation Co., Ltd
    Consultation service,
    0%

    Suzhou Xin Ji Yang Real Estate Consultation Co., Ltd
    China
    49%

    Shanghai Xin Ji Yang Real Estate Consultation Co