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United States securities and exchange commission logo
March 24, 2023
Neng Chen
Chief Executive Officer
Green Giant Inc.
Xinghan Road, 19th Floor, Hanzhong City
Shaanxi Province, PRC 723000
Re:Green Giant Inc.
Registration Statement on Form S-3
Filed March 7, 2023
File No. 333-270324
Dear Neng Chen:
            We have reviewed your 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.
Form S-3 filed March 7, 2023
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Florida holding company with operations conducted by your
subsidiaries and through contractual arrangements with a variable interest entity (VIE)
based in China and that this structure involves unique risks to investors.  Explain whether
the VIE structure is used to replicate foreign investment in Chinese-based companies
where Chinese law prohibits direct foreign investment in the operating companies, and
disclose that investors may never directly hold equity interests in the Chinese operating
company.  Your disclosure should acknowledge that Chinese regulatory authorities could
disallow this structure, which would likely result in a material change in your operations
and/or value of your common stock, including that it could cause the value of such

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 Comapany NameGreen Giant Inc.
 March 24, 2023 Page 2
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Green Giant Inc.
March 24, 2023
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securities to significantly decline or become worthless. Provide a cross-reference to your
detailed discussion of risks facing the company and the offering as a result of this
structure.
2.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
and/or the value of the securities you are registering for sale 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 the use of variable interest entities and data security or antimonopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please 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.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs 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. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
and/or the VIE conduct operations in China, that the VIE is consolidated for accounting
purposes but is not an entity in which you own equity, and that the holding company does
not conduct operations. Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.
4.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify
the amounts where applicable. Provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.
Prospectus Summary, page 1
5.Please move your disclosure about your corporate structure to page 4.  Identify clearly the
entity in which investors are purchasing their interest and the entity(ies) in which the
company’s operations are conducted.
6.On page 4, please clarify the challenges the company may face enforcing the
VIE contractual agreements due to legal uncertainties and jurisdictional limits.

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 Comapany NameGreen Giant Inc.
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 FirstName LastName
Neng Chen
Green Giant Inc.
March 24, 2023
Page 3
Risk Factors, page 8
7.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your risk factor disclosures to explain how this oversight impacts
your business and your offering and to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date.
General
8.We note that all your officers and directors are located outside of the United States. Please
include a separate section on enforcement of liabilities addressing the ability of
shareholders to enforce their legal rights under United States securities laws.  Please also
include a risk factor.
9.Please file the consent of your PRC counsel, Shaanxi Jiameng Law Firm, as an exhibit to
the filing.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-
3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Joan Wu, Esq.