SecProbe.io

United States securities and exchange commission logo
March 7, 2024
Huang Fang
Chief Executive Officer
Maitong Sunshine Cultural Development Co., Ltd
Room 202, Gate 6, Building 9, Yayuan
Anhui Beili, Chaoyang District, Beijing, China
Re:Maitong Sunshine Cultural Development Co., Ltd
Amendment No. 2 to Registration Statement on Form S-1
Filed February 22, 2024
File No. 333-276152
Dear Huang Fang:
            We have reviewed your amended registration statement and have the following
comments.
            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 February 8, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note your response to prior comment 1 and reissue it in part. Please expand the
disclosure in your Prospectus Summary with respect to the consequences to you and your
investors if you or your subsidiaries (i) do not receive or maintain required 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.
Risk Factors
Risks of Doing Business in the PRC, page 25
2.We note your response to prior comment 2 and reissue it in part. Given the Chinese
government’s significant oversight and discretion over the conduct and operations of your

 FirstName LastNameHuang Fang
 Comapany NameMaitong Sunshine Cultural Development Co., Ltd
 March 7, 2024 Page 2
 FirstName LastName
Huang Fang
Maitong Sunshine Cultural Development Co., Ltd
March 7, 2024
Page 2
business, please highlight separately the risk that the Chinese government may intervene
or influence your operations at any time, which could result in a material change in your
operations and/or the value of your securities. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and
“under common control with”) 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.”
General
3.We note your response to prior comment 6 and reissue it. The Sample Letters to China-
Based Companies sought specific disclosure relating to the risk that the PRC government
may intervene in or influence your operations at any time, or may exert control over
operations of your business, which could result in a material change in your operations
and/or the value of the securities you are registering for sale, and the acknowledgement of
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. 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 appearing in the Summary and Risk Factor sections
relating to legal and operational risks associated with operating in China and PRC
regulations conveys the same risk. Please revise to provide the required disclosures.
4.We note your revised disclosure in response to prior comment 7 that the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies at present require only reporting by the parent of a Chinese operating company
that offers securities on an offshore securities market, and at the present time, you are not
subject to the filing requirements in the Trial Measures because you are not making this
offering on an established securities market. With respect to your belief that you are
not required to complete the filing with the CSRC for this offering, please disclose how
you reached such conclusion, including whether you are relying on the opinion of counsel.
If you are relying on the opinion of counsel for such conclusion, please identify counsel in
the registration statement, and file a consent from counsel.

 FirstName LastNameHuang Fang
 Comapany NameMaitong Sunshine Cultural Development Co., Ltd
 March 7, 2024 Page 3
 FirstName LastName
Huang Fang
Maitong Sunshine Cultural Development Co., Ltd
March 7, 2024
Page 3
            Please contact Joseph Klinko at 202-551-3824 or Yong Kim at 202-551-3323 if you have
questions regarding comments on the financial statements and related matters. Please contact
Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner at 202-551-6548 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Robert Brantl, Esq.