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United States securities and exchange commission logo
October 16, 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. 5 to Registration Statement on Form S-1
Filed September 28, 2023
File No. 333-271830
Dear Min Jiang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 21, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-1 filed September 28, 2023
Cover Page
1.We note your response to prior comment 1.  You indicate on the cover page that you are
not required to obtain approval from the CSRC.  In this regard, we note the disclosure on
the cover page that "Based on the PRC Opinion, we are not currently required to obtain
pre-approval from Chinese authorities, including the China Securities Regulatory
Commission, or CSRC." Please revise your disclosure to clarify whether you are relying
on an opinion of counsel in determining that you are not required to obtain approval or
clearance from the CSRC. Please make similar revisions elsewhere that you discuss
approval by the CSRC, such as your risk factors and cover page.
2.We note your response to prior comment 2.  Please reconcile the disclosure on the cover
page that "(a)t present, based on the PRC Opinion, our operations require the approval
and or permission of Chinese authorities according to the PRC opinion ... involved in"

 FirstName LastNameMin Jiang
 Comapany NameSIPP International Industries, Inc.
 October 16, 2023 Page 2
 FirstName LastName
Min Jiang
SIPP International Industries, Inc.
October 16, 2023
Page 2
with Exhibit 99.2.   Also, tell us how the disclosure on the cover page and on page 9 that
"(n)o offer issuance or sale of the Common Shares has been or will be made directly or
indirectly within the PRC. Therefore, based on the PRC Opinion, it is not necessary that
such documents be filed or recorded now with any Governmental Agency in the PRC" is
consistent with Exhibit 99.2.
Exhibits
3.We note that you filed the legal opinion as exhibit 99.2 in response to prior comment 1.
However, we note the use of the defined term, PRC Subsidiaries, in the third paragraph of
the opinion and elsewhere in the opinion without explanation of what that term means.
Please revise to clarify.  In this regard, it appears that the diagram of the corporate
structure of the registrant on page 2 of the amended Form S-1 refers to only one PRC
subsidiary.  Also, we note the use of the defined term, Governmental Authorities, in the
third paragraph of the opinion without explanation of what that term means.  Please revise
to clarify. In addition, we note the use of the defined terms, Governmental
Authorizations and Government Authorities, on page 2 of the opinion without
explanations of what the terms mean. Please revise to clarify.
4.We note your response to prior comment 3.  However, the document filed as Exhibit 3.3 is
still not a single complete copy of your articles.  As previously requested, please file a
complete copy of your Articles and Incorporation and bylaws as amended to date.
General
5.We note the disclosure on page 5 that "[a]s the Administration Provisions and Measures
have not yet come into effect, we are currently unaffected by them. However, it is
uncertain when the Administration Provision and the Measures will take effect or if they
will take effect as currently drafted." Please revise to update your disclosure to connect
such discussion with your subsequent disclosure that the CSRC released the Trial
Measures on February 17, 2023. Where you discuss that the Trial Measures "will come
into effect on March 31, 2023," revise to clarify that they are in effect, if true, and ensure
that your discussion of the relevant regulations is updated.
6.We note the risk factor disclosure on pages 27-28 discussing the risks associated with
cybersecurity, but such discussion does not appear to reflect current developments,
including the Cybersecurity Measures that became effective on February 15, 2022, as you
discuss on page 8 and elsewhere in your document.  Your disclosure on page 28 also
indicates that the measures issued on July 10, 2021 are not effective.  Revise to ensure that
your discussion is updated to reflect the recent state of Chinese law and regulation as it
pertains to cybersecurity.

 FirstName LastNameMin Jiang
 Comapany NameSIPP International Industries, Inc.
 October 16, 2023 Page 3
 FirstName LastName
Min Jiang
SIPP International Industries, Inc.
October 16, 2023
Page 3
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Ernest Greene at 202-551-3733 if
you have questions regarding comments on the financial statements and related matters. Please
contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew McMurdo