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August 7, 2023
Min Jiang
Chief Executive Officer
SIPP International Industries, Inc.
69 Waterfall Blvd, The Ponds
Sydney, NSW 2769, Australia
Re:SIPP International Industries, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 19, 2023
File No. 333-271830
Dear Min Jiang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 7, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed July 19, 2023
Cover Page
1.We note the repetitive new disclosures on the cover page, such as the disclosure about:
(1) "it is uncertain when the Administration Provision and the Measures will take effect or
if they will take effect as currently drafted;" and (2) the "translated copy of the current and
effective regulations." Please avoid the repetition of such disclosure on the cover page and
clarify the status and effect of the "currently drafted" Administration Provision and
Measures.
2.We note the disclosure on the cover page and elsewhere in your prospectus about your
beliefs concerning authorizations and approvals, such as "[t]he Company does not believe
that it is required to seek authorizations from Chinese authorities" and that "[w]e believe

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that we are not currently required to obtain approval from Chinese authorities" and the
disclosure on page 14 that "[t]he Material PRC Company has obtained
all material Governmental authorizations necessary for its business as described in the
Prospectus."  Please reconcile such disclosure with the disclosure in the: (1) penultimate
paragraph on page 29 that "[b]ased on our understanding of the Chinese laws and
regulations in effect at the time of this prospectus, we may be required to submit an
application to the CSRC for its approval of this offering;'' (2) first paragraph on page 30
that "[a]s such, we will likely be required to file with the CSRC within a reasonable time
and before the consummation of this offering; and (3) last sentence on page 31 that
"[p]ursuant to ...  if the registration statement with respect to the Common stock to be sold
in this offering does not become effective on a date, as the Securities and Exchange
Commission may determine, prior to the effectuation of the Trial Administrative
Measures, or we fail to complete this offering and listing on the Nasdaq Capital Market
before September 30, 2023, we will have to file with the CSRC in accordance with the
Trial Administrative Measures with respect to this offering."

As requested in comment 8 of our June 6, 2023 letter, disclose each permission or
approval that you or your subsidiaries are required to obtain from Chinese authorities to
operate your business and to offer the securities being registered to foreign investors. State
whether you or your subsidiaries are covered by permissions requirements from the China
Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any other governmental agency that is required to approve your or your subsidiaries’
operations, and state affirmatively whether you have received all requisite permissions or
approvals and whether any permissions or approvals have been denied.  If you relied on
the advice of counsel in making these determinations, please identify counsel and file their
consent. If you did not consult counsel in making these determinations, please explain
why you did not obtain the advice of counsel. Please also describe the consequences to
you and your investors if you or your subsidiaries: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future.
3.If you continue to disclose on the cover page and on page 6 about the translated copy of
the current and effective regulations promulgated by the CSRC, the disclosure that the
company "does not believe that this offering is contingent upon receipt of approval from
the CSRC" and the company "does not believe that it is required to seek authorizations
from Chinese authorities," then expand the disclosure about your beliefs to specifically
address whether you considered that the WFOE is an operating subsidiary in China.  If
you relied on the advice of counsel, revise to identify counsel.  If you did not rely on
advice of counsel, explain why you did not rely on advice of counsel.
4.If you continue to include disclosure in your amendment that now appears on page 14 and
elsewhere that, “[b]ased on our understanding of the explicit provisions under PRC
Laws:" (1) elaborate upon your “understanding” and the basis for your conclusions; and

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(2) clarify whether your understanding is limited to the “explicit” provisions under PRC
Laws, and if so, why it is appropriate to limit your basis to your understanding of such
“explicit” provisions.
5.We note your disclosure on page 14 and elsewhere that "[s]ubject to any applicable
administrative procedures required by PRC Laws, and provided that all required
Governmental Authorizations have been duly obtained, the due application of the net
proceeds to be received by the Company from the issue Common Shares as disclosed in
the Prospectus under the caption “Use of Proceeds” does not and immediately after the
Offering will not contravene any applicable PRC Laws, the articles of association or the
business licenses of the Material PRC Company, except for such contravention or default
which would not be reasonably expected to have a Material Adverse Effect." Please
delete these qualifications and exceptions.
6.We note your disclosure that “[t]he WFOE structure is not as stable as some have
imagined,” that “[t]he senior management and the shareholders of the domestic company
play a very important role in the WFOE structure," and that “[o]nce there are changes to
such positions involving interests, potential risks of the WFOE structure will appear.”
Elaborate upon what you mean by “as some have imagined” or alternatively remove such
disclosure and provide more detailed and clear disclosure regarding the risks facing the
company as a result of your holding company structure.  In addition, clarify what types of
changes may cause certain risks to appear, and include a more detailed discussion of such
“potential risks.” In the alternative, to the extent that the risks related to your holding
company structure are already discussed, remove such disclosure regarding “changes to
such positions involving interests . . . .”
7.We note your response to prior comment 5 with respect to your disclosure regarding risks
related to doing business in China.  Please continue to ensure that your disclosure does not
suggest there are mitigating factors regarding the nature of your relationship with the
Chinese government, the manner in which you are regulated, or the degree to which your
operations could be affected by economic, industrial, or other policies in China.  For
example, we note you continue to disclose: (1) on the cover page that "[t]here are specific
risks related to having operations in China that the Company has been organized to
avoid;" (2) on the cover page that "[t]he overall effect has been to significantly enhance
the protections afforded to various forms of foreign investments in China;" and (3) on the
pages 3, 5, and 13 that "based on our current structure, these risks remain immaterial,
regardless of the recent statements and regulatory actions by China’s government."
Certain Risks and Limitations Related to Doing Business in China, page 7
8.We note your response to prior comment 6 and the Certain Risks and Limitations Related
to Doing Business in China section beginning on page 7. Please revise the prospectus
summary to include a summary of risk factors that discloses the risks that your corporate
structure and being based in or having the majority of the company's operations poses to
investors.  For each of the risks discussed in the bullet points in the summary of risk

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factors, include specific cross-references for each risk to the more detailed discussion of
each of these risks in the prospectus.  Also, include in the summary of risk factors the risk
concerning your auditor is among those listed by the PCAOB Mainland China
Determination.  In this regard, we note the disclosure in the risk factor on pages 40-41.
Risk Factors, page 16
9.Please include risk factors to highlight the following:

• the risks concerning the offering is being conducted on a best-efforts, no minimum basis
with no arrangements for funds to be placed in an escrow, trust or similar account.  For
example, disclose that you may complete the offering even if only a small portion of the
total offering is raised and that amount may be substantially less than the total maximum
offering amount. Also, disclose what may happen to investor funds not placed in escrow
pending closing with respect to that investor if you are voluntarily or involuntarily placed
into bankruptcy or receivership prior to that closing;

• the difference between the price per share of the shares of common stock offered in this
offering compared to the price per share incurred by Min Jiang to acquire the shares
disclosed in the table on page 70.  In this regard, we note the disclosure on page 48 that
"[w]e are offering our common stock at a price per share that is significantly more than
the price per share paid by our current stockholders for our common stock;"

• that there is substantial doubt about the company's ability to continue as a going
concern.  In this regard, we note the disclosure on page 53 and in the financial statements,
such as on page F-2; and

• the anti-takeover effects that may be caused by your disparate voting rights.  In this
regard, we note the disclosure on page 72 about the voting rights of the Series A Preferred
Stock.
Directors and Executive Officers, page 66
10.We note your response to prior comment 14.  Please tell us the size of the operations that
you disclose your directors and officers supervise, if the disclosed entity does not file
periodic reports with the Commission. In this regard, it remains unclear whether
additional disclosure is required in your amendment to comply with the last sentence of
Item 401(e) of Regulation S-K.
Certain Relationships and Related Transactions, page 71
11.We note your response to prior comment 15.  Please disclose the principle followed in
determining to issue 100 million shares of common stock of the company to acquire the
assets of CIHL, disclose the identity of the persons making the determination and their
relationship with the company.  If the assets were acquired by CIHL within two years
prior to their transfer to the company, also state the cost thereof to CIHL.

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Plan of Distribution, page 75
12.We note the disclosure in this section that the company "will sell the shares in this
offering exclusively through [y]our officers and directors, Min Jiang and Zonghan Wu.
Tell us, with specificity, the steps that you have taken to determine that your officers and
directors have not participated in selling and offering securities for any issuer more than
once every 12 months. In this regard, we note the disclosure about best-efforts offerings
by SSHT S&T Group Ltd. and Alpine Auto Brokers, Inc. in their recent filings with the
SEC.  Also tell us, with a view to disclosure, why the disclosure in this section does not
mention the assumption disclosed on page 5 and elsewhere in your prospectus about
"Assuming no offer, issuance or sale of the Common Shares has been or will be made
directly or indirectly within the PRC."  In addition, revise the disclosure on the cover page
and in this section and elsewhere, as appropriate, to clarify that you are not offering,
issuing or selling common shares within the PRC, if true, as opposed to assuming that you
are not offering, issuing or selling common shares in the PRC.
Exhibits
13.We reissue prior comment 21.  Exhibit 3.3 is still not a single complete copy of your
articles. Instead, it appears to still be a collection of multiple documents.
General
14.We note your response to prior comment 23.  Please continue to ensure that the disclosure
throughout your filing is consistent and applicable to you.  For example, we note that you:
(1) continue to refer on page 46 to proceeds of $1,350,000, but you refer on page 48 to
proceeds of $1,150,000; and (2) continue to disclose on page 47 that your "offering price
of $0.01 per share was arbitrarily determined based upon a discount to the current market
price."  However, you disclose on page 48 that "[w]e are offering our common stock at a
price per share that is significantly more than ... the current market price of our common
stock;" As further examples, we note the following:

• the disclosure on the cover page about "intends to rely on dividends" and "has made no
such distributions to date" is not consistent with disclosure elsewhere in the prospectus,
such as the disclosure in the last paragraph on page 14 and the disclosure in the first risk
factor on page 22 that "[w]e rely primarily on dividends paid by WFOE for our cash
needs." In this regard, it is unclear how you rely primarily on dividends and distributions
despite having made no such distributions to date.

• the disclosure in the last paragraph on page 7 about "our officers or directors, many of
whom are not residents in the United States" is not consistent with the disclosure in the
last paragraph on page 54 that you currently have two officers and directors;

• the disclosure in the second paragraph in the last risk factor on page 22 about material
weaknesses is not consistent with the disclosure in the fourth paragraph on page 55 about

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material weaknesses;

• the disclosure in the last paragraph on page 22 about "a report from management on our
internal control over financial reporting in our annual report on Form 20-F beginning with
our annual report for the fiscal year ending December 31, 2022" does not appear to be
applicable to you;

• the disclosure in the last paragraph on page 22 about "once we cease to be an emerging
growth company" does not appear to be applicable to you; and

• the disclosure in the last risk factor on page 33 about the courts of the Cayma