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United States securities and exchange commission logo
February 14, 2024
Bin Feng
Chief Executive Officer and Chairman of the Board
Unitrend Entertainment Group Ltd
Suite 1508, Tower B, Wentelai Center
1 Xidawang Road
Chaoyang District, Beijing 100026
People’s Republic of China
Re:Unitrend Entertainment Group Ltd
Draft Registration Statement on Form F-1
Submitted January 18, 2024
CIK No. 0001997950
Dear Bin Feng:
            We have reviewed your draft registration statement and have the following comment(s).
            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 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted January 18, 2024
Cover Page
1.Where you state that your corporate structure "is subject to risks relating to our contractual
arrangements with the VIE," disclose that investors may never hold equity interests in the
Chinese operating companies and explain whether the VIE structure is used to provide
investors with exposure to foreign investment in China-based companies where Chinese
law prohibits direct foreign investment in the operating companies. Where you discuss the
risks "[i]f the PRC government finds these contractual arrangements non-compliant,"
revise your disclosure to acknowledge that Chinese regulatory authorities could disallow
this structure, which would likely result in a material change in your operations and/or
a material change in the value of the securities you are registering for sale, including that
it could cause the value of such securities to significantly decline or become worthless.

 FirstName LastNameBin Feng
 Comapany NameUnitrend Entertainment Group Ltd
 February 14, 2024 Page 2
 FirstName LastNameBin Feng
Unitrend Entertainment Group Ltd
February 14, 2024
Page 2
2.We note your disclosure that the references ""we," "us," "our," "our Company," or "the
Company" refer to Unitrend, together as a group with the Subsidiaries and the VIE." We
also note your disclosure that "INHI, the five (5) subsidiaries owned by INHI, along with
the VIE, are referred to as the "Operating Entities."" Please revise to refrain from using
terms such as "we" or "our" when describing activities or functions of the VIE, and also
refrain from including the VIE in your definition of your operating entities. In connection
therewith, revise all reference to "our VIE" to instead refer to "the VIE."
3.We note your disclosure that "[w]e currently do not have any cash management policies
that dictate the purpose, amount, and procedure of fund transfers among our Cayman
Islands holding company and our subsidiaries."  Please revise to also discuss any cash
management policies with respect to the VIE, and make conforming changes as applicable
in your prospectus summary on page 10.  Additionally, please revise your disclosure here,
in your summary risk factors and your risk factors to state that, to the extent cash and/or
assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the cash
and/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 VIE by the PRC government to transfer such
cash and/or assets. Provide a cross-reference on the cover page to the discussion of these
issues in the prospectus summary and in your risk factors.
4.Where you discuss the limitations on your ability to transfer cash between you, your
subsidiaries, the VIE or investors, we note your cross-reference to ""Risk Factors —
[•]" and "Risk Factors — [•]" for more information."  Please revise to provide a cross-
reference to your discussion of this issue in your summary, summary risk factors, and risk
factors sections.
5.We note your disclosure that Charming Empire is "our only subsidiary in Hong Kong."
We also note your subsequent references to "our subsidiaries in Hong Kong" elsewhere in
your prospectus.  Please revise to reconcile.
6.We note your cross-reference to the section entitled "Selected Consolidated Financial
Data," but there does not appear to be a corresponding section.  Please revise accordingly.
In this regard, it appears that you are referring to the "Summary Consolidated Financial
Data" beginning on page 15.

Prospectus Summary, page 1
7.Where you disclose that "we receive the economic benefits of the VIE’s business
operation through a series of contractual agreements," please revise to clarify that
you receive such economic benefits for accounting purposes only and only to the extent
that you have satisfied the requirements for consolidation of the VIE under U.S. GAAP.
Please make conforming changes in each instance where you indicate that you are the
primary beneficiary of the VIE, control the VIE or receive the economic benefits of the
VIE (e.g., pages 4, 6, 12, 27).  In addition, please do not state or suggest that you use a

 FirstName LastNameBin Feng
 Comapany NameUnitrend Entertainment Group Ltd
 February 14, 2024 Page 3
 FirstName LastName
Bin Feng
Unitrend Entertainment Group Ltd
February 14, 2024
Page 3
VIE in lieu of direct ownership, as this implies that you could have indirect ownership. As
example only, please make conforming changes where you disclose that "these contractual
arrangements may not be as effective as direct ownership in providing us with control
over our VIE."
Our Corporate History and Structure, page 2
8.Please revise your corporate structure diagram to refrain from using a solid line to denote
the relationship with the VIE and instead use a dashed line without arrows.
Summary of Our Challenges and Risks
Risks Related to Doing Business in China, page 6
9.Please revise here and in your risk factors to specifically discuss the risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China
can change quickly with little advance notice, as well as 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. In connection therewith, please revise each of your cross-references here and in
your sub-section entitled "Risks Related to Our Corporate Structure" to refer to the
relevant individual detailed risk factor.
Regulatory Permissions and Licenses for Our Operations in China and This Offering, page 7
10.We note your disclosure that "as advised by our PRC counsel, East & Concord
Partners, our Operating Entities, including the VIE, have obtained all of the licenses,
permits and registrations from the PRC government authorities necessary for our business
operations in China, including, among others, the business license." Please revise to
expand your discussion to cover each permission or approval that you, your subsidiaries,
or the VIE are required to obtain from Chinese authorities to operate your business. As
example only, we note your disclosure on page 61 that you "rely on the business licenses,
entertainment and media business permit and certification and any lack of requisite
approvals, licenses or permits applicable to our business may have a material adverse
effect on our business and results of operations." We also note that you refer to certain
"business and operating licenses of WFOE or the VIE" on page 4, as well as your
discussion of production licenses in your risk factor on page 23. In connection therewith,
state whether any permissions or approvals related to your business operations have been
denied.

 FirstName LastNameBin Feng
 Comapany NameUnitrend Entertainment Group Ltd
 February 14, 2024 Page 4
 FirstName LastName
Bin Feng
Unitrend Entertainment Group Ltd
February 14, 2024
Page 4
11.We note your disclosure that "[a]s of September 27, 2023, neither Unitrend nor any of our
subsidiaries is deemed an “online platform operator” possessing personal information of
more than one million users under the Cybersecurity Review Measures (2021 version)
because neither of them operates any online platform nor have any online users," and
"therefore, neither of them is required to declare to the CAC for cybersecurity
review." Please revise to provide such disclosure as of the date of your prospectus, expand
your discussion to also apply to the VIE, and clarify whether you relied upon an opinion
of counsel with respect to such conclusion.  To the extent that you did not rely upon an
opinion of counsel, state as much and explain why such an opinion was not obtained.
12.Where you discuss permissions or approval requirements in connection with your
operations, we note your disclosure that "[w]e cannot assure you that our Operating
Entities will be able to obtain, in a timely manner or at all, or maintain such licenses,
permits or approvals, and we may also inadvertently conclude that such permissions or
approvals are not required. Any lack of or failure to maintain requisite approvals, licenses
or permits applicable to us or the affiliated entities may have a material adverse impact on
our business, results of operations, financial condition and prospects and cause the value
of any securities we offer to significantly decline or become worthless." Please revise to
expand your discussion to cover you, your subsidiaries and the VIE as opposed to solely
your operating entities, and also describe the consequences to you and your investors
if applicable laws, regulations, or interpretations change and you are required to obtain
such permissions or approvals in the future.
13.We note your disclosure that "[a]s advised by our PRC counsel, East & Concord Partners,
as of the date of this prospectus, apart from the filing with the CSRC as per requirement of
the Trial Measures, no any other effective laws or regulations in the PRC explicitly
require us to seek approval from the CSRC or any other PRC governmental authorities for
our overseas listing plan, nor has our Company or any of our subsidiaries received any
inquiry, notice, warning or sanctions regarding our planned overseas listing from the
CSRC or any other PRC governmental authorities." Please revise to expand your
disclosure to clarify whether you, your subsidiaries or the VIE is subject to any further
permission or approval requirements (other than from the CSRC) to offer the securities
being registered to foreign investors, as opposed to referencing only your "overseas listing
plan." State whether any such permissions or approvals have been denied.
14.Where you discuss the permissions or approvals in connection with your overseas listing
plan, we note your disclosure that "[a]ny change in the PRC laws and regulations could
result in a material change in our operations or the value of our Class A ordinary shares or
significantly limit or completely hinder our ability to offer or continue to offer our Class A
ordinary shares to investors and cause the value of our Class A ordinary shares to
significantly decline or become worthless." Please also describe the consequences to you
and your investors if you, your subsidiaries, or the VIE inadvertently conclude that such
permissions or approvals are not required, and expand your discussion here to also address
the consequences as it pertains to the CAC requirements.

 FirstName LastNameBin Feng
 Comapany NameUnitrend Entertainment Group Ltd
 February 14, 2024 Page 5
 FirstName LastNameBin Feng
Unitrend Entertainment Group Ltd
February 14, 2024
Page 5
Risks Related to Our Business and Our Industry, page 21
15.We note your disclosure on page 61 that "[y]our TV content business success is largely
dependent on a limited number of shows releases each year . . . ." Please include a risk
factor discussing the risks associated with being largely dependent on a limited number of
shows releases each year.  In this regard, while we note your risk factor addressing the
risks associated with receiving "a substantial portion of our advertisement revenues from a
limited number of large clients" on page 24, your content assets revenue comprises
83.28% of your revenue as opposed to the 16.69% attributed to advertising agency
service. To the extent that you substantially depend on any particular agreement with
respect to such show releases (e.g., arrangements in connection with the TV series "The
Good Days," which appear to have constituted 24.5% of your revenue in your December
31, 2022 fiscal year), summarize such agreement in an appropriate place in your
prospectus and file any associated agreement as an exhibit to this registration
statement. Last, to the extent that you do not anticipate continuing to generate a material
portion of your revenue from the TV series "The Good Days" discussed on page 62,
discuss the associated risks in this section.
"Unitrend is a holding company and relies on dividends paid by its subsidiaries for its cash needs
. . . ", page 29
16.We note your disclosure that "Unitrend is a holding company and relies on dividends paid
by its subsidiaries for its cash needs." Please revise to reconcile with your disclosure on
the cover page that "[n]either Unitrend nor any of our subsidiaries have made any
dividends or distributions to investors as of the date of this prospectus."
"The approval or record filing of the CSRC, CAC, or other PRC government authorities may be
required in connection with this offering . . . , page 32
17.We note your disclosure that "East & Concord Partners, our PRC counsel, has advised us
that the CSRC approval is not required in the context of this offering because our WFOE
Heli Fashion was incorporated as a FIE . . . ," your disclosure that "[i]f the filing
procedure with the CSRC under the Trial Measures is required for this offering . . . ." and
your disclosure on page 7 that "it is uncertain when and whether our Operating Entities
will be required to obtain permission from the PRC government in connection with our
listing on U.S. exchanges in the future . . . ." Please revise to reconcile with your
disclosure that "[a]s advised by East & Concord Partners, our PRC counsel, . . . this
offering is an indirect offering under the Trial Measures, and we are subject to the filing
requirements of the CSRC. We are required to fulfill the filing procedure with the CSRC
in accordance with the Trial Measures. We will submit initial filing documents to the
CSRC within three (3) working days . . . ."  Additionally, where you state that the
"approval or record filing of the CSRC . . . may be required in connection with this
offering," please revise to clarify that you are required to file with and comply with the
CSRC procedures, if true, as opposed to disclosing that it “may” be required, and clarify

 FirstName LastNameBin Feng
 Comapany NameUnitrend Entertainment Group Ltd
 February 14, 2024 Page 6
 FirstName LastNameBin Feng
Unitrend Entertainment Group Ltd
February 14, 2024
Page 6
whether you are relying on your PRC counsel.  To the extent that you plan to obtain an
exemption, state as much or alternatively remove such disclosure. Additionally, to the
extent that you do make s