SecProbe.io

November 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
Amendment No. 2 to Registration Statement on Form F-1
Filed November 1, 2024
File No. 333-280248
Dear Bin Feng:
            We have reviewed your amended registration statement and have the following
comment(s).
            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 July 1, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed November 1, 2024
Cover Page
We note the changes you made to your disclosure, including on the cover page, the
prospectus summary and the risk factors on pages 29-30 and 32-39. It is unclear to us
that there have been changes in the regulatory environment in the PRC since your
registration statement that was filed on June 17, 2024, warranting revised disclosure
that mitigates the challenges you face and related disclosures. The Sample Letters to
China-Based Companies sought specific disclosure acknowledging that Chinese
regulatory authorities could disallow the VIE structure, which would likely result in a
material change in your operations and/or a material change in the value of the 1.

November 14, 2024
Page 2
securities you are registering for sale, including that it could cause the value of such
securities to significantly decline or become worthless. The Sample Letters also
sought specific disclosures relating to the risk that the Chinese government may
intervene or influence your operations at any time, or 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. Last, we note that the Sample Letters sought specific
disclosure relating to uncertainties regarding the enforcement of laws and that the
rules and regulations in China can change quickly with little advance notice. We
remind you that, pursuant to federal securities rules, the term “control” (including the
terms “controlling,” “controlled by,” and “under common control with”) as defined in
Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.” We do not
believe that your revised disclosure conveys the same risks. Please restore your
disclosures in these areas to the disclosures as they existed in the registration
statement as of June 17, 2024.
Dilution, page 57
2.Please explain to us why cash and cash equivalents in the "As adjusted" columns
do not reflect net proceeds from the offering.
Exhibit Index, page II-6
3.We note your response to prior comment 2, but your revised exhibit 5.1 and 8.1 now
do not provide a short-form opinion regarding the disclosure under the caption
"Cayman Islands Taxation" that is included in your prospectus. Revise the exhibits to
clearly state that the disclosure in the prospectus under "Cayman Islands Taxation" is
the opinion of counsel. Given that the prospectus disclosure is the opinion of counsel,
please also delete the disclosure in the registration statement stating that the
discussion is a general summary of the present law. Refer to Staff Legal Bulletin 19.
            Please contact Aamira Chaudhry at 202-551-3389 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related
matters. Please contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Zixuan Guo