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December 1, 2022
Ruowen Li
Chief Executive Officer
Qilun Group Inc.
Room 2201, Modern International Building, No. 3038
Jintian Road, Gangxia Community, Futian Street
Futian District, Shenzhen City, Guangdong Province
People’s Republic of China
Re:Qilun Group Inc.
Draft Registration Statement on Form F-1
Submitted November 4, 2022
CIK No. 0001951378
Dear Ruowen Li:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.Please refer to the prospectus cover page.  We note your ordinary shares are not listed or
quoted on an existing public trading market.  Please note that an at-the-market resale
offering under Rule 415 is not available for registrants with no existing public trading
market.  Accordingly, please revise to clarify that the selling stockholders will sell at a
fixed price until your ordinary shares are listed or quoted on an existing public trading
market, such as the OTCQB, OTCQX or OTCBB, and thereafter at prevailing market
prices or privately negotiated prices.  Please also disclose the fixed price and clarify in one

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of the first paragraphs that the company currently has no existing public trading market
and whether the offering is contingent upon obtaining a listing or quotation on an existing
public trading market.
2.Please revise the seventh paragraph of the prospectus cover page to capture the risk that
Chinese regulatory authorities could change the rules and regulations regarding foreign
ownership in the industry in which you operate.
3.Please revise the prospectus cover page to clarify that the legal and operational risks
associated with operating in China also apply to operations in Hong Kong and Macau.
4.We note your disclosure on pages 4 and 18 that all of your operations are in China.
However, you also state at several points in the prospectus that you have an operating
subsidiary in Hong Kong.  Please clarify the geographic scope of your operations and
make conforming disclosures accordingly.
5.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings.  State whether any transfers, dividends, or
distributions have been made to date between the holding company and its subsidiaries, or
to investors, and quantify the amounts where applicable.  Provide cross-references to the
condensed consolidating schedule and the consolidated financial statements.
6.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash in the business is in the PRC or Hong Kong or a
PRC or Hong Kong entity, the funds 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 or your subsidiaries by the PRC government to
transfer cash.  On the prospectus cover page, provide cross-references to these other
discussions.
7.Please revise the prospectus cover page to include the Commission Legend required by
Item 501(b)(7) of Regulation S-K.
8.Please revise the prospectus cover page to include the date of prospectus.  Refer to Item
501(b)(9) of Regulation S-K.
Our Products and Services, page 1
9.We note your disclosure on pages 1 and 49 that you sell books published by third-party
publishers to retail customers.  To the extent your business is materially dependent on
such third-party publishers, please identify such third-party publishers and include risk
factor disclosure to address your reliance on such third-party publishers.
Prospectus Summary, page 1
10.Please revise to 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

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Ruowen Li
Qilun Group Inc.
December 1, 2022
Page 3
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 operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied. 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.  To the extent you are relaying on an opinion of
counsel, then counsel should be named and a consent of counsel filed as an exhibit.
Lastly, please revise the permissions and approvals disclosures on the prospectus cover
page to align with the above guidance.  In this regard, we note the disclosure is presented
from the passive perspective versus affirmatively addressing that the company has
received all requisite permissions and approvals.
Our Strengths, page 2
11.Please disclose the basis for your statement here and on page 50 that you have formed a
“large and loyal fan community” or state that it is management’s belief.
Risk Factor Summary, page 3
12.Please revise your disclosure to ensure that each summary risk factor in the "Risks Related
to Doing Business in China" section has a cross-reference to the relevant individual
detailed risk factor including the specific heading and page number.
Cash Transfers and Dividend Distributions, page 6
13.Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company and its subsidiaries, and direction of transfer.  Additionally, provide
cross-references to the condensed consolidating schedule and the consolidated financial
statements.
The Offering, page 8
14.We note your disclosure here that you intend to apply to quote your securities on the
OTCQB.  However, you state on the prospectus cover page that you intend to seek
quotation of your shares on the OTC Markets, OTCQX, or OTCQB Venture.  Please
revise your disclosures to consistently reflect which OTC market you wish to seek
quotation on.

 FirstName LastNameRuowen Li
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 FirstName LastName
Ruowen Li
Qilun Group Inc.
December 1, 2022
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"The ongoing global coronavirus COVID-19 outbreak had caused . . .", page 14
15.Please expand your disclosure to discuss the material effects that COVID-19 has had on
the demand for your products and operating results.  Specifically, please revise these
sections, to the extent possible, to expand and quantify your disclosure and the associated
impacts.  As examples only, quantify the “affected demand for [y]our products” and the
impact of the downturn on your operating results.
16.Disclose whether your results of operations were affected by supply chain disruptions
related to COVID-19.  Please discuss whether supply chain disruptions materially affect
your outlook or business goals.  Specify whether these challenges have materially
impacted your results of operations or capital resources and quantify, to the extent
possible, how your sales, profits, and/or liquidity have been impacted.  As a related
matter, discuss known trends or uncertainties resulting from mitigation efforts undertaken,
if any, related to delays in the global supply chain.  Explain whether you have undertaken
any mitigation efforts and if they introduce new material risks, including those related to
product quality, reliability, or regulatory approval of products.
"We have engaged in transactions with related parties . . .", page 14
17.Considering Shenzhen Yuanheng Culture and Art Creative Co., Ltd. is 50% owned by
Ruowen Li, your Chief Executive Officer, discuss in greater detail the nature and scope of
the related-party transactions.

18.Disclose the material terms of the agreements you have with Shenzhen Yuanheng Culture
and Art Creative Co., Ltd in the Related Party Transactions section on page 68.
Additionally, please file the agreements as exhibits to your registration statement, or tell
us why you believe you are not required to do so.  Refer to Item 601(b)(10)(ii)(A) of
Regulation S-K.
Risks Related to Doing Business in China, page 18
19.Please revise your risk factors to acknowledge that if the PRC government determines that
the contractual arrangements constituting your operating structure do not comply with
PRC regulations, or if these regulations change or are interpreted differently in the future,
the securities you are registering may decline in value or become worthless if the
determinations, changes, or interpretations result in your inability to assert control over
the assets of your PRC subsidiaries.

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Ruowen Li
Qilun Group Inc.
December 1, 2022
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Related Party Transactions, page 68
20.We note your disclosure in this section that Mr. Li has provided the company with a loan.
We also note that your audited balance sheet shows large amounts due to related parties.
Please revise this section to discuss in greater detail all related-party loans and any
material terms related to such loans.  In this regard, we note footnote 6 to your audited
financial statements disclosure that certain amounts are due upon demand.  Please clarify
and, if applicable, add a risk factor related to these related-party loans and their repayment
terms.
21.We note that footnote 6 to your audited financial statements discloses a number of other
related-party transactions related to sales and purchases.  Please revise this section to
discuss and disclose such transactions.
Experts, page 81
22.We note your disclosure that the report of Assentsure PAC includes an explanatory
paragraph referring to substantial doubt that exists regarding the ability of the company to
continue as a going concern.  However, there is no such paragraph in the report included
on page F-2.  Clarify whether your auditor has expressed substantial doubt about your
ability to continue as a going concern.  Please reconcile this discrepancy.  To the extent
applicable, please revise the prospectus summary and add a risk factor discussing the fact
that your auditor has expressed substantial doubt about your ability to continue as a going
concern.
Where you can Find Additional Information, page 82
23.State that the SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC
and state the address of that site (http://www.sec.gov).  Disclose your Internet address, if
available.  Refer to Item 4.e of Form F-1.
Consolidated Financial Statements, page F-1
24.Please disclose all related party amounts on the faces of your balance sheets, statements of
operations and comprehensive income and statements of cash flows.  Refer to Rule 4-
08(k) of Regulation S-X.
25.Please update your financial statements and corresponding financial information
throughout the filing to comply with Item 8.A.5 of Form 20-F.
Report of Independent Registered Public Accounting Firm, page F-2
26.Please amend your filing to also include an audit report for the fiscal year ended
December 31, 2020 financial statements.  Refer to Item 8.A.2 of Form 20-F and the
related Instructions.

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 FirstName LastName
Ruowen Li
Qilun Group Inc.
December 1, 2022
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General
27.We note that the company is a Cayman Islands company and that the Legal Matters
section on page 81 contemplates a legal opinion from Cayman Islands counsel regarding
the offered ordinary shares.  Please revise the Exhibits Index to indicate that a local
counsel opinion will be provided or advise.
28.Please identify PRC legal counsel throughout the prospectus and file the consent of your
PRC legal counsel as an exhibit.
            You may contact Aamira Chaudhry at (202) 551-3389 or Rufus Decker at (202) 551-
3769 if you have questions regarding comments on the financial statements and related
matters.  Please contact Rucha Pandit at (202) 551-6022 or Donald Field at (202) 551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Mark Crone