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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

May 3, 2024

U.S. Securities and Exchange Commission

100 F Street, NE Mail Stop 5973

Washington, DC 20549-5973

Attn: Benjamin Holt

  Division of Corporation Finance

    Re:
    Sunrise Real Estate Group, Inc.

    Form 10-K

    Filed April 26, 2023

    File No. 000-32585

Dear Mr. Holt:

On behalf of Sunrise Real
Estate Group, Inc. (“Sunrise” or the “Company”), we are responding to the comments of the staff of the Division
of Corporation Finance of the Securities and Exchange Commission directed to Sunrise in your letter of December 26, 2023.  For your
convenience, the Commission’s comments have been repeated herein in bold, with responses immediately following each of the Commission’s
comments.

Item 1. Business, page 2

1. We note your response to comment 1. Please revise the forepart of the business section to include the
substance of the first paragraph of the second part of your response to comment 1 in your disclosure. Additionally, 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. In this regard, we note the list of restrictions beginning on page 8 of the Form 10-K, including the statement
that "Foreign-invested real estate enterprises, or the FIREEs must have a registered capital in amounts pursuant to and consistent
with existing regulations." If the corporate structure and combined operations are meant to allow foreign ownership in the operating
subsidiaries, it is unclear which regulations apply and what actions have been taken to achieve and maintain compliance.

McLaughlin & Stern, LLP

Response to Comment 1:

The Company intends to include the
following response to Comment 1 from the first paragraph of the second part of our response to comment 1 in our previous response
dated April 4, 2023.

“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. See “Government Regulation -. Regulations
on Foreign-Invested Real Estate Enterprise. ”

The
Company intends to respond to the comment regarding 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 with a response to be found in Item 1, under
the subheading “  Foreign Companies - Government Regulation”

“Foreign companies operating in
China typically require approval and authorization from the Chinese government to operate their businesses. China has a series of laws,
regulations, and approval procedures to manage and regulate the business activities of foreign companies within its borders. Generally,
foreign companies need to establish branches, subsidiaries, or representative offices in China and register them according to relevant
regulations. See ‘Government Regulation – Regulations on Foreign-Invested Real Estate Enterprise”

The discussion regarding specific regulations
that apply to our operations, including the need for each of our subsidiaries to have sufficient registered capital, is disclosed in our
answer to Comment 6. The response will include the following disclosure:

“Our subsidiaries have all of
the required permissions and approvals, including approvals and permissions specifically required for subsidiaries of foreign holding
companies, and we have not been denied any permissions or approvals.”

McLaughlin & Stern, LLP

In response to this comment, the Company
also intends to insert the following disclosure in item 1 as a new second paragraph under “Government Regulation – Regulations
on Foreign Invested Real Estate Enterprise.”

 “We have not sought and do not
presently intend to seek foreign investors that would makes us subject to these regulations, so we do not have special restrictions for
our operations, although they could have an impact should we decide to sell our properties to a foreign investor. An initial amount of
registered capital is required for all companies registered to commence business in China. All of SRRE’s subsidiaries have registered
capital consistent with the existing regulations. The amount of registered capital is determined by us unless the subsidiary is established
for a specific purpose, such as the purchase of a specific property. For such purchase, the registered capital needs to equal the purchase
price of the property intended to be purchased.”

2. We note your response to comments 1 and 2. Disclose prominently that you are not a Chinese operating
company but a Texas holding company with operations conducted by your subsidiaries based in China. Currently your references to "Company,"
 "we" and "our" do not distinguish between the Texas holding company and the subsidiaries in China with operations.
Additionally, please tell us whether Zhong Ji Pu Fa Real Estate Co., Ltd. (SHGXL) represents a VIE. If not, please tell us how you determined
consolidation was appropriate. In this regard, we note that your indirect subsidiary Shanghai Shangyang Investment Management and Consulting
Co., Ltd. appears to own 0% of SHGXL. However, you state on page 4 of your Form 10-K for the fiscal year ended December 31, 2021, and
on page 7 of your response filed April 4, 2023, that SHGXL is consolidated into your financial statements because you control the development
rights and are beneficiary of the revenue that SHGXL generates.

Response to Comment 2:

The Company intends to respond to the
request to clarify the holding company status in Item 1 under the subheading “Corporate History”.

“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. Our current ownership interests
in our various subsidiaries and other entities are set forth in the below organizational chart.”

McLaughlin & Stern, LLP

The Company intends to respond to the
second part of the comment regarding SHGXL in Item 1under the subheading “General Business Description”.   The additional
language is underlined.

“b.       The
financial information of Zhong Ji Pu Fa Real Estate Co., Ltd. (“SHGXL”) is consolidated into SRRE’s financial statements
because SRRE controls the development rights and is the beneficiary of the revenue that SHGXL generates. SHGXL conducts real estate management
and contributed $411,660 (approximately 0.51% of SRRE’s total operating revenue) in the fiscal year ended December 31, 2022.
Given the inability of companies to buy and sell land rights from another company in China, the only way to proceed with the project was
through profit-sharing agreements. According to the terms of the contract, our subsidiary pays the cost of the land, invests in development,
sales, and taxation, and ultimately retains all profits obtained. Neither SHGXL nor any of our subsidiaries are VIEs.”

3. We note your response to comment 3. Please disclose prominently in the forepart of the business section
the legal and operational risks associated with being based in or having the majority of the company’s operations in China. Highlight
separately the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your securities. Also, given recent statements by the Chinese government indicating an intent
to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, acknowledge
the risk that any such action 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. We remind you that, pursuant to federal securities
rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common
control with”) means “the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”

Additionally, please disclose prominently
in the forepart of the business section the substance of the third part of your response to comment 3. Also disclose the location of your
auditor's headquarters and whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
Act, 2023, and related regulations will affect your company.

Response to Comment 3:

The Company intends to respond to the
first part of the comment with a summary of the risk factors of doing business in China, including the specific risks mentioned in your
comment in the forepart  under the subheading “Risks Relating to the Peoples Republic of
China.” At the end of the summary, there will be a cross reference to the Risk Factors section as follows:

“For a more complete discussion of the above summary of risk factors, please see “Risk Factors – Risks Relating to the
Peoples Republic of China”.”

The summary of risk factors to be inserted
in the forepart is as follows:

McLaughlin & Stern, LLP

“Risks Related to Doing Business
in China

All of our business operations are in
China. Accordingly, we face various legal and operational risks and uncertainties under the complex and evolving PRC laws and regulations,
including the following:

 · Changes in Chinese political policies and economic and social policies or conditions may materially and
adversely affect our business, results of operations and financial condition and may result in our inability to sustain our growth and
expansion strategies.

 · Uncertainties with respect to the interpretation and enforcement of Chinese laws, rules and regulations
could have a material adverse effect on us.

 · Changes in political, business, economic and trade relations between the United States and China may have
a material adverse impact on our business, results of operations and financial condition.

 · Fluctuation in the value of RMB may result in foreign currency exchange losses.

 · The increasing focus on environmental sustainability issues may create operational challenges for us,
increase our costs and harm our reputation.

 · Interventions in or the imposition of restrictions and limitations by the PRC government on currency conversion
and payments of foreign currency and RMB out of mainland China may limit our ability to utilize our cash balances effectively, including
making funds held by our China-based subsidiaries unavailable for use outside of mainland China, which could limit or eliminate our ability
to pay dividends and affect the value of your investment.

 · Changes in the laws and regulations of China or noncompliance with applicable laws and regulations may
have a significant impact on our business, results of operations and financial condition, and may cause the value of our securities to
decline.

 · We rely to a significant extent on dividends and other distributions on equity paid by our principal operating
subsidiaries in China to fund offshore cash requirements.

 · Under the EIT Law, if we are classified as a China resident enterprise for Chinese enterprise income tax
purposes, such classification would likely result in unfavorable tax consequences to us and our non-Chinese stockholders.

 · We and our stockholders face uncertainty with respect to indirect transfers of equity interests in China
resident enterprises through transfer of non-Chinese-holding companies. Enhanced scrutiny by the Chinese tax authorities may have a negative
impact on potential acquisitions and dispositions we may pursue in the future.

 · Given the lack of reciprocity and treaties in China and the fact that all of our directors and officers
reside in China, there may be difficulties in effecting service of legal process, conducting investigations, collecting evidence, enforcing
foreign judgments or bringing original actions in China and there are significant costs and time constraints associated with attempting
to enforce civil liabilities in China based on United States or other foreign laws against us and our management. See “Directors,
Executive Officers and Corporate Governance”

McLaughlin & Stern, LLP

 · Chinese regulation of loans to, and direct investment in, Chinese entities by offshore holding companies
and governmental control of currency conversion may restrict or prevent us from making loans or additional capital contributions to our
Chinese subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand our business.

 · Regulations regarding acquisitions may impose significant regulatory approval and review requirements,
which could make it more difficult for us to pursue growth through acquisitions.

 · The PRC government may intervene or influence operations at any time, which could result in a material
change in our operations and or the value of our securities. See “Risk Factors - There are uncertainties regarding the interpretation
and enforcement of PRC laws, rules and regulations.”

 · The PRC government has significant oversight and discretion to exert control over offerings of our securities
conducted outside of China and foreign investment in China-based issuers and may limit or completely hinder our ability to offer securities
to investors, which may cause the value of such securities to significantly decline or be worthless.

For a more complete discussion of
the above summary of risk factors, please see “Risk Factors – Risks Relating to the Peoples Republic of China.”

The Company intends to respond to the
comment regarding the auditor in the forepart, including the substance of the third part of your response to comment 3, as follows:

“Auditor

Our auditor, RH CPA, with headquarters
at 38-25 Bell Blvd, Bayside, NY 11361, is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly
traded companies in the United States, is subject to United States laws providing for regular inspections by the PCAOB to assess its compliance
with the applicable professional standards. The PCAOB has access to inspect the working papers of our auditor and our auditor is not subject
to the determinations announced by the PCAOB on December 16, 2021. In addition, on December 15, 2022, the PCAOB determined that it has
secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. The
PCAOB has voted to vacate the previous determinations to the contrary. Given that the accounting firm, RH CPA, is a U.S. based entity,
the Holding Foreign C