SecProbe.io

United States securities and exchange commission logo
March 26, 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. 3 to Registration Statement on Form S-1
Filed March 12, 2024
File No. 333-276152
Dear Huang Fang:
            We have reviewed your amended registration statement and have the following comment.
            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 March 7, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
General
1.We note your response to prior comment 4. We note your opinion of counsel states that
prior approval from the CSRC is not required for your offering because the OTC Pink
Market is a trading platform not organized as a stock exchange nor identified as such, or
as an established public market, by the SEC. The opinion also states the Trial Measures,
among other things, require a limited company registered in the PRC to make a
submission to the CSRC for approval prior to the listing and trading on an overseas stock
exchange of the securities of an offshore entity that owns 50% or more of the equity
interest in such PRC limited company, and your offering will not involve the sale by the
Parent of its securities on the OTC Pink Market (or any overseas stock exchange), but
instead it will involve the sale of the shares by shareholders of the Parent who purchased
the shares from the Parent in a private offering. Please provide us with a detailed analysis

 FirstName LastNameHuang Fang
 Comapany NameMaitong Sunshine Cultural Development Co., Ltd
 March 26, 2024 Page 2
 FirstName LastName
Huang Fang
Maitong Sunshine Cultural Development Co., Ltd
March 26, 2024
Page 2
which includes references and citations to the applicable regulations that support the
conclusion based on these facts that prior approval from the CSRC is not required for your
offering.

We also note that your opinion of counsel is subject to inappropriate assumptions,
including the assumptions in numbered qualification 4. Please obtain and file a revised
opinion without those assumptions, or provide an explanation as to why those assumptions
would be appropriate.
            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.