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June 15, 2023
Haiping Hu
Chief Executive Officer
Sunrise New Energy Co., Ltd.
Room 703, West Zone, R&D Building
Zibo Science and Technology Industrial Entrepreneurship Park
No. 69 Sanying Road
Zhangdian District, Zibo City, Shandong Province
The People’s Republic of China
Re:Sunrise New Energy Co., Ltd.
Registration Statement on Form F-3
Filed June 2, 2023
File No. 333-272386
Dear Haiping Hu:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company.
2.Where you discuss transfers, dividends and distributions among you, your subsidiaries and
the VIE, revise to discuss whether there are limitations on your ability to transfer cash
between you, your subsidiaries, the consolidated VIE or investors.  State that there is no
assurance the PRC government will not intervene in or impose restrictions on the ability

 FirstName LastNameHaiping Hu
 Comapany NameSunrise New Energy Co., Ltd.
 June 15, 2023 Page 2
 FirstName LastName
Haiping Hu
Sunrise New Energy Co., Ltd.
June 15, 2023
Page 2
of you, your subsidiaries, and the consolidated VIEs to transfer cash or assets.  Provide
cross-references to your discussion of these issues in your summary, summary risk
factors, and risk factors sections, as well.
3.Where you discuss your cash management policies, disclose the source of such policies
(e.g., whether they are contractual in nature, pursuant to regulations, etc.). Include
comparable disclosure regarding your cash management policies in your prospectus
summary and provide a cross-reference on the cover page to the discussion of this issue in
the prospectus summary.
4.On your cover page, please refrain from implying that the contractual agreements are
equivalent to equity ownership in the business of the VIE.  Any references to control or
benefits that accrue to you because of the VIE should be limited to a clear description of
the conditions you have satisfied for consolidation of the VIE under U.S. GAAP, as you
have disclosed in the Prospectus Summary.  Throughout your filing, your disclosure
should clarify that you are the primary beneficiary of the VIE for accounting purposes.
Prospectus Summary
Our Corporate Structure, page 1
5.In the diagram of your corporate structure on page 1, revise to identify the person or entity
that owns the equity in each depicted entity.  In addition, revise your disclosure to identify
clearly the entity in which investors are purchasing their interest. Please also remove the
arrow from the dashed line going from GIOP BJ to SOH.
Risks Associated with Our Corporate Structure and the VIE Agreements, page 3
6.Please revise your disclosure stating that you "do not 'directly' hold equity interests," and
"VIE Agreements may not be effective as 'direct' ownership" to remove the words
"directly" and "direct," as they imply that you may have indirect ownership.  Please ensure
your disclosure is clear that you do not have any ownership in the VIE.
Summary of Risk Factors, page 6
7.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
For example, specifically discuss the risk that the Chinese government may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale.  Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers 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.

 FirstName LastNameHaiping Hu
 Comapany NameSunrise New Energy Co., Ltd.
 June 15, 2023 Page 3
 FirstName LastName
Haiping Hu
Sunrise New Energy Co., Ltd.
June 15, 2023
Page 3
Permissions Required from PRC Authorities, page 14
8.It is unclear whether you relied on an opinion of your PRC counsel with respect to your
conclusions that you do not need any additional permissions and approvals to operate your
business and to offer securities to investors, as you state that you were "advised" by your
PRC counsel.  Please revise to specify that the conclusion is the opinion of PRC counsel,
if accurate.  If you did not rely on an opinion, state as much and explain why such an
opinion was not obtained.
Asset Transfers Between our Company, Our Subsidiaries, and the VIE, page 16
9.Disclose your intentions to distribute earnings or settle amounts owed under the VIE
agreements.  Provide cross-references to the condensed consolidating schedule and the
consolidated financial statements.
Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences,
page 16
10.Disclose that, to the extent cash or assets in the business is in the PRC/Hong Kong or a
PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for
other use outside of the PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you, your subsidiaries, or the consolidated
VIEs by the PRC government to transfer cash or assets.  Disclose that there is no
assurance the PRC government will not intervene in or impose restrictions on the ability
of you, your subsidiaries, and the consolidated VIEs to transfer cash or assets.
Enforceability of Civil Liabilities, page 48
11.Revise to identify your directors and officers that reside in the PRC and address the
challenges of bringing actions and enforcing judgments or liabilities against such
individuals.
Exhibits
12.Please file the forms of indenture as exhibits to your registration statement prior to
requesting effectiveness.  Refer to sections 201.02 and 201.04 of our Trust Indenture Act
of 1939 Compliance and Disclosure Interpretations.

 FirstName LastNameHaiping Hu
 Comapany NameSunrise New Energy Co., Ltd.
 June 15, 2023 Page 4
 FirstName LastName
Haiping Hu
Sunrise New Energy Co., Ltd.
June 15, 2023
Page 4
            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 Taylor Beech at 202-551-4515 or Erin Jaskot at 202-551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Linda Ni, Esq.