SecProbe.io

CORRESP
 1
 filename1.htm

 Unitrend Entertainment Group Limited

 September 11, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Nico Nalbantian

 Erin Jaskot

 Aamira Chaudhry

 Adam Phippen

 Re:
 Unitrend Entertainment Group Limited

 Registration Statement on Form 8-A (File No. 001-42840)

 Registration Statement on Form F-1, as amended

 Initially Filed on June 17, 2024

 File No. 333-280248

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Cathay Securities, Inc., as the
underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become
effective at 4:30 p.m., Eastern Time, on Monday, September 15, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, we wish to
advise you that we have distributed as many copies of the Preliminary Prospectus dated June 17, 2025, to selected dealers, institutions
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have been advised by the prospective underwriters
that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of
1934, as amended.

 Very truly yours,

 Cathay Securities, Inc.

 By:
 /s/ Xiaoyu Li

 Name:
 Xiaoyu Li

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Unitrend Entertainment Group Limited

 September 11, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Nico Nalbantian

 Erin Jaskot

 Aamira Chaudhry

 Adam Phippen

 Re:
 Unitrend Entertainment Group Limited

 Registration Statement on Form 8-A (File No. 001-42840)

 Registration Statement on Form F-1, as amended

 Initially Filed on June 17, 2024

 File No. 333-280248

 Dear Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Unitrend Entertainment Group Limited (the "Company")
hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1 (the "F-1 Registration
Statement"), so that such Registration Statement will become effective at 4:30 p.m., Eastern Time, on September 15, 2025 or as soon
thereafter as practicable.

 The Company also requests
that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the ordinary shares of the
Company, be declared effective concurrently with the Form F-1 Registration Statement (the Form F-1 Registration Statement, together with
the Registration Statement on Form 8-A, the "Registration Statements").

 The Company understands that
Cathay Securities, Inc., the underwriter of the offering, has joined in this request in a separate letter filed with the Securities and
Exchange Commission (the "Commission") today.

 The Company hereby acknowledges
the following:

 ●
 should the Commission or the staff of the Commission (the "Staff"), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ●
 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●
 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 Unitrend Entertainment Group Limited

 By:
 /s/ Bin Feng

 Name:
 Bin Feng

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 April 29, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 Washington, D.C. 20549

 Attn.:

 Aamira Chaudhry
 Adam Phippen
 Brian Fetterolf
 Erin Jaskot

 Re:

 Unitrend Entertainment Group Ltd
 Response to the Staff's Comments on
 Amendment No. 3 to the Registration Statement
 on Form F-1
 Submitted on March 31, 2025
 CIK No. 0001997950

 Dear Madam and Sirs:

 Unitrend Entertainment Group
Ltd., an exempted company with limited liability incorporated under the laws of Cayman Islands (the " Company "), submit
to the staff (the " Staff ") of the Securities and Exchanges Commission (the " Commission ") this letter
setting forth the Company's responses to the comments contained in the Staff's letter dated April 22, 2025 on the Company's
Amendment No. 3 to Registration Statement on Form F-1 previously submitted on March 31, 2025 (the " Amendment No. 3 ").

 Concurrently with the submission
of this letter, the Company is submitting the Amendment No. 4 to the Registration Statement on Form F-1 (the " Amendment
No. 4 ") with exhibits via EDGAR to the Commission.

 The Staff's comments
are repeated below in bold and are followed by the Company's responses. We have included page references in the Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Registration Statement.

 Amendment No. 3 to Registration Statement on Form F-1 filed March
31, 2025

 Consolidated Financial Statements

 Consolidated Statements of Cash Flows, page F-6

 1.

 Please tell us the nature of the cash
flows related to the "Due from related parties" line item. In addition, please tell us your consideration of presenting these
cash flows as investing activities pursuant to ASC 230-10-45-12a.

 Response : We note the
Staff's comment, and in response hereto, respectfully advise the Staff that the nature of the cash flows related to the
"Due from related parties" line item was the refund of prepayments of filming of TV series. The Company made prepayments to its related parties for co-production of TV series.
However, due to the impact of Covid-19 epidemic, the production of TV series was ceased, and the Company received the full refund of the
prepayments from its related parties during the year ended December 31, 2023. Therefore, we presented "Due from related parties"
in operating activities in our consolidated cash flow.

 Summary of Significant Accounting Policies

 Reclassifications, page F-21

 2.

 Please tell us the basis for and revise
 to disclose a description of the nature of the reclassification adjustments. Additionally, please revise the table to correct the
 total asset and total liabilities amounts.

 Response : We note the Staff's
comment, and in response hereto, respectfully advise the Staff that we revised the disclosure on page F-21.

 Segment Reporting, page F-32

 3.
 Please tell us how your disclosure considered the adoption of ASU 2023-07.

 Response : We note the Staff's
comment, and in response hereto, respectfully advise the Staff that we revised the disclosure on page F-18 and F-32.

 Exhibit Index

 Exhibit 23.1, page II-6

 4.
 The consent only refers to the financial statements as of and the year ended December 31. 2024. Please request that your auditor revise the consent to refer to the financial statements as of and the years ended December 31, 2024 and 2023.

 Response : In response to the Staff's
comments, we have submitted an updated exhibit 23.1 to refer to the financial statements as of and the years ended December 31, 2024 and
2023.

 General

 5.
 Please revise to reconcile the inconsistencies between your registration statement and your exhibit 5.1 and 5.2 opinions with respect to the amount and type of securities you are offering, and ensure that you include an opinion on the shares underlying the warrants you contemplate offering. In this regard, we note that your revised exhibit 5.1 opinion covers 1,250,000 shares as well as an additional 187,500 over-allotment shares, and it also no longer opines on the shares underlying the underwriters' warrants. The exhibit 5.2 opinion reflects similar offering amounts. However, according to your registration statement, you contemplate offering up to 3,450,000 shares (including the over-allotment option), as well as underwriters' warrants.

 Response : In response to the Staff's
comments, we have submitted updated Exhibits 5.1 and 5.2 to reflect the amount and type of securities being offered, as well as the shares
underlying the warrants, to be consistent with the registration statement.

 We thank the Staff for its
review of the foregoing. If you have any questions regarding the Registration Statement, please contact Fang Liu by phone at (703) 919-7285
or via e-mail at fliu@vcllegal.com.

 Very truly yours,

 /s/ Bin Feng

 Bin Feng

 cc:
 Fang Liu, Esq.

 VCL Law LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2025

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. 3 to Registration Statement on Form F-1
 Filed March 31, 2025
 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 November 14,
2024 letter.

Amendment No. 3 to Registration Statement on Form F-1 filed March 31, 2025
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-6

1. Please tell us the nature of the cash flows related to the "Due from
related parties" line
 item. In addition, please tell us your consideration of presenting these
cash flows as
 investing activities pursuant to ASC 230-10-45-12a.
 April 22, 2025
Page 2
2. Summary of Significant Accounting Policies
Reclassifications, page F-21

2. Please tell us the basis for and revise to disclose a description of the
nature of the
 reclassification adjustments. Additionally, please revise the table to
correct the total
 asset and total liabilities amounts.
17. Segment Reporting, page F-32

3. Please tell us how your disclosure considered the adoption of ASU
2023-07.
Exhibit Index
Exhibit 23.1, page II-6

4. The consent only refers to the financial statements as of and the year
ended December
 31. 2024. Please request that your auditor revise the consent to refer
to the financials
 statements as of and the years ended December 31, 2024 and 2023.
General

5. Please revise to reconcile the inconsistencies between your registration
statement and
 your exhibit 5.1 and 5.2 opinions with respect to the amount and type of
securities you
 are offering, and ensure that you include an opinion on the shares
underlying the
 warrants you contemplate offering. In this regard, we note that your
revised exhibit
 5.1 opinion covers 1,250,000 shares as well as an additional 187,500
over-allotment
 shares, and it also no longer opines on the shares underlying the
underwriters'
 warrants. The exhibit 5.2 opinion reflects similar offering amounts.
However,
 according to your registration statement, you contemplate offering up to
3,450,000
 shares (including the over-allotment option), as well as underwriters'
warrants.

 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 31, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 Washington, D.C. 20549

 Attn.:

 Aamira Chaudhry
 Adam Phippen
 Brian Fetterolf
 Erin Jaskot

 Re:

 Unitrend Entertainment Group Ltd
 Response to the Staff’s Comments on
 Amendment No. 2 to the Registration Statement
 on Form F-1
 Submitted on November 1, 2024
 CIK No. 0001997950

 Dear Madam and Sirs:

 Unitrend Entertainment Group
Ltd., an exempted company with limited liability incorporated under the laws of Cayman Islands (the “ Company ”), submit
to the staff (the “ Staff ”) of the Securities and Exchanges Commission (the “ Commission ”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 14, 2024 on the Company’s
Amendment No. 2 to Registration Statement on Form F-1 previously submitted on November 1, 2024 (the “ Amendment No. 2 ”).

 Concurrently with the submission
of this letter, the Company is submitting the Amendment No. 3 to the Registration Statement on Form F-1 (the “ Amendment
No. 3 ”) with exhibits via EDGAR to the Commission.

 The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Registration Statement.

 Amendment No. 2 to Registration Statement on Form F-1 filed November
1, 2024

 Cover Page

 1.

 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 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.

 Response : In response to the
Staff’s comments, we have reverted our disclosures regarding the regulatory environment in the PRC to the version that 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.

 Response : In response to the
Staff’s comments, we have revised our disclosure on pages 57 and 58 to reflect net proceeds from the offering.

 Exhibit Index, page II-6

 2.
 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.

 Response : In response to the
Staff’s comments, we have revised the disclosure on page 111 and updated Exhibit 5.1.

 We thank the Staff for its
review of the foregoing. If you have any questions regarding the Registration Statement, please contact Fang Liu by phone at (703) 919-7285
or via e-mail at fliu@vcllegal.com.

 Very truly yours,

 /s/ Bin Feng

 Bin Feng

 cc:
 Fang Liu, Esq.

 VCL Law LLP

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

CORRESP
1
filename1.htm

October
25, 2024

Via
EDGAR

Division
of Corporation Finance

Office
of Trade & Services

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Aamira
    Chaudhry

    Adam
    Phippen

    Brian
    Fetterolf

    Erin
    Jaskot

    Re:
    Unitrend
    Entertainment Group Ltd

    Response
    to the Staff’s Comments on

    Registration
    Statement on Form F-1

    Submitted
    June 14, 2024

    CIK
    No. 0001997950

Dear
Madam and Sirs:

Unitrend
Entertainment Group Ltd., an exempted company with limited liability incorporated under the laws of Cayman Islands (the “Company”),
submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 1, 2024 on the
Company’s Registration Statement on Form F-1 previously submitted on June 14, 2024 (the “Registration Statement”).

Concurrently
with the submission of this letter, the Company is submitting Amendment No.1 to the Registration Statement on Form F-1 (the “Amendment
No.1”) with exhibits via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Registration Statement.

Registration
Statement on Form F-1 filed June 17, 2024

Dilution,
page 57

    1.
    Please
    reconcile the difference between as adjusted net tangible book value and net tangible book value to the estimated net proceeds disclosed
    on page 54.

Response:
In response to the Staff’s comments, we have revised the disclosure on page 58.

Exhibit
Index

Exhibit
8.1, page II-6

    2.
    We
    note counsel’s opinion in Exhibit 8.1 that “[i]nsofar as the statements set forth in the Registration Statement under the caption
    “Cayman Islands Taxation” purport to summarise certain tax laws of the Cayman Islands, such statements are accurate in
    all material respects and such statements constitute our opinion.” Please revise your disclosure in the corresponding “Cayman
    Islands Taxation” section to state that the disclosure is the opinion of Ogier, and have counsel delete the reference in the
    opinion to the disclosure being a summary of tax consequences (“[i]nsofar as the statements . . . purport to summarise certain
    laws . . . “). In connection with Exhibit 8.2, also revise the disclosure in the corresponding “People’s Republic
    of China Enterprise Taxation” section to state that the disclosure is the opinion of East & Concord Partners. Refer to Section
    III of Staff Legal Bulletin 19. Last, we note your disclosure on pages 119 and Alt-6 that “[t]he validity of the Class A ordinary
    shares and certain other legal matters as to United States Federal and New York State law will be passed upon for us by VCL Law LLP.,”
    but VCL Law LLP does not appear to be providing an opinion. Revise to reconcile accordingly.

Response:
In response to the Staff’s comments, we have revised the disclosure on page 108 and updated Exhibit 8.1. We have also filed Exhibit
5.1 with the Amendment No. 1.

Exhibit
23.1, page II-6

    3.
    The
    audit report date in the consent is not the same as the audit report date on page F-2. Please revise for consistency.

Response:
In response to the Staff’s comments, we have revised the date of the audit report on page F-2 and filled the corrected Exhibit
23.1.

General

    4.
    We
    note your disclosure on the resale prospectus cover page that “[n]o sales of the Ordinary Shares covered by this prospectus
    shall occur until our Class A ordinary shares sold in our initial public offering begin trading on the Nasdaq Capital Market. Any
    shares sold by the Selling Shareholders until our Class A ordinary shares are listed or quoted on an established public trading market
    will take place at an assumed price between $4.00 and $5.00, which is the public offering price of our Class A ordinary shares in
    our initial public offering.” Please revise to reconcile such inconsistency and ensure that your disclosure as it pertains to
    the resale offering is consistent throughout the registration statement. In particular, clarify whether sales may occur before or
    after the completion of your initial public offering. In this regard, your disclosure on pages Alt-1 and Alt-4 further indicates
    that sales will not occur until after your initial public offering and that such sales will be “at the market price prevailing
    on the Nasdaq Capital Market at the time of offer and sale . . . .” Additionally, on the resale prospectus cover page, please
    include a placeholder for the initial public offering price of your ordinary shares and the most recent trading price of your ordinary
    shares on Nasdaq. Also confirm that you will include such information in the Rule 424(b) prospectus filed in connection with the
    resale offering. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K.

Response:
We note the Staff’s comment, and in response hereto, respectfully advise the Staff that the Company will no longer register the
shares for resale through a resale prospectus.

    4.
    We note that you are
    registering for resale the shares that you sold to your selling shareholders Kai Electronic Enterprise, Inc. and Sunrise Commercial
    Trading, Inc. on December 26, 2023, according to your disclosure on page 105. Your disclosure on page F-31 indicates that you consider
    such issuances to “form part of the Company’s broader pre-IPO share capital reorganization” that occurred on such
    date. Please advise as to (i) why you determined to sell shares in December, the relationship of the shareholders to you, the sales
    price of the shares and how the price was determined, (ii) why the resale offering is being registered at this time, (iii) whether
    the resale offering is being registered at this time to satisfy any Nasdaq listing requirements, (iv) how you determined the number
    of ordinary shares being registered in connection with the resale offering, and (v) how the selling shareholders were selected to
    participate in this resale offering, all with a view to understanding whether the resale portion of the offering should be deemed
    an indirect primary being conducted by or on behalf of the issuer. Refer to Question 612.09 of the Securities Act Rules Compliance
    and Disclosure Interpretations.

Response:
In We note the Staff’s comment, and in response hereto, respectfully advise the Staff that the Company will no longer register
the shares for resale through a resale prospectus.

We
thank the Staff for its review of the foregoing. If you have any questions regarding the Registration Statement, please contact Fang
Liu by phone at (703) 919-7285 or via e-mail at fliu@vcllegal.com.

    Very truly
    yours,

    /s/
    Bin Feng

    Bin Feng

    cc:
    Fang Liu, Esq.

    VCL Law LLP

July 1, 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
Registration Statement on Form F-1
Filed June 17, 2024
File No. 333-280248
Dear Bin Feng:
            We have reviewed your 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.
Registration Statement on Form F-1 filed June 17, 2024
Dilution, page 57
1.Please reconcile the difference between as adjusted net tangible book value and net
tangible book value to the estimated net proceeds disclosed on page 54.
Exhibit Index
Exhibit 8.1, page II-6
We note counsel's opinion in Exhibit 8.1 that "[i]nsofar as the statements set forth in the
Registration Statement under the caption "Cayman Islands Taxation" purport to
summarise certain tax laws of the Cayman Islands, such statements are accurate in all
material respects and such statements constitute our opinion." Please revise your
disclosure in the corresponding "Cayman Islands Taxation" section to state that the
disclosure is the opinion of Ogier, and have counsel delete the reference in the opinion to 2.

July 1, 2024
Page 2
the disclosure being a summary of tax consequences ("[i]nsofar as the statements . . .
purport to summarise certain laws . . . "). In connection with Exhibit 8.2, also revise the
disclosure in the corresponding "People’s Republic of China Enterprise Taxation" section
to state that the disclosure is the opinion of East & Concord Partners. Refer to Section
III of Staff Legal Bulletin 19. Last, we note your disclosure on pages 119 and Alt-6 that
"[t]he validity of the Class A ordinary shares and certain other legal matters as to
United States Federal and New York State law will be passed upon for us by VCL Law
LLP.," but VCL Law LLP does not appear to be providing an opinion. Revise to reconcile
accordingly.
Exhibit 23.1, page II-6
3.The audit report date in the consent is not the same as the audit report date on page F-2.
Please revise for consistency.
General
4.We note your disclosure on the resale prospectus cover page that "[n]o sales of the
Ordinary Shares covered by this prospectus shall occur until our Class A ordinary shares
sold in our initial public offering begin trading on the Nasdaq Capital Market. Any shares
sold by the Selling Shareholders until our Class A ordinary shares are listed or quoted on
an established public trading market will take place at an assumed price between $4.00
and $5.00, which is the public offering price of our Class A ordinary shares in our initial
public offering." Please revise to reconcile such inconsistency and ensure that your
disclosure as it pertains to the resale offering is consistent throughout the registration
statement. In particular, clarify whether sales may occur before or after the completion of
your initial public offering. In this regard, your disclosure on pages Alt-1 and Alt-4
further indicates that sales will not occur until after your initial public offering and that
such sales will be "at the market price prevailing on the Nasdaq Capital Market at the time
of offer and sale . . . ." Additionally, on the resale prospectus cover page, please include a
placeholder for the initial public offering price of your ordinary shares and the most recent
trading price of your ordinary shares on Nasdaq. Also confirm that you will include such
information in the Rule 424(b) prospectus filed in connection with the resale offering.
Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K.
5.We note that you are registering for resale the shares that you sold to your selling
shareholders Kai Electronic Enterprise, Inc. and Sunrise Commercial Trading, Inc. on
December 26, 2023, according to your disclosure on page 105. Your disclosure on page
F-31 indicates that you consider such issuances to "form part of the Company’s broader
pre-IPO share capital reorganization" that occurred on such date. Please advise as to (i)
why you determined to sell shares in December, the relationship of the shareholders to
you, the sales price of the shares and how the price was determined, (ii) why the resale
offering is being registered at this time, (iii) whether the resale offering is being registered
at this time to satisfy any Nasdaq listing requirements, (iv) how you determined the
number of ordinary shares being registered in connection with the resale offering, and (v)
how the selling shareholders were selected to participate in this resale offering, all with a
view to understanding whether the resale portion of the offering should be deemed an
indirect primary being conducted by or on behalf of the issuer. Refer to Question 612.09
of the Securities Act Rules Compliance and Disclosure Interpretations.

July 1, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

June 14, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

Washington, D.C. 20549

    Attn.:

    Aamira Chaudhry

    Adam Phippen

    Brian Fetterolf

    Erin Jaskot

    Re:

    Unitrend Entertainment Group Ltd

    Response to the Staff’s Comments on

    Amendment No. 2 to Draft Registration Statement
    on Form F-1

    Submitted April 16, 2024

    CIK No. 0001997950

Dear Madam and Sirs:

Unitrend Entertainment Group
Ltd., an exempted company with limited liability incorporated under the laws of Cayman Islands (the “Company”), submit
to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated May 6, 2024 on the Company’s
Amendment No. 2 to Draft Registration Statement on Form F-1 previously submitted on April 16, 2024 (the “Draft Registration
Statement”).

Concurrently with the submission
of this letter, the Company is submitting Registration Statement on Form F-1 (the “Registration Statement”) with
exhibits via EDGAR to the Commission.

The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Registration Statement.

Amendment No. 2 to Draft Registration Statement on Form F-1 submitted
April 16, 2024

“With respect to the television program distribution segment
of our business . . . “, page 27

    1.
    We note your response to prior comment 3, as well as your revised disclosure that identifies your three major customers as of December 31, 2022 that comprised your total sales, as well as your two major customers that comprised the majority of your accounts receivable as of December 31, 2022. Please revise to update your discussion to reflect your major customers as of December 31, 2023 as it pertains to your total sales and accounts receivable, as your disclosure on page F-20 is now as of the most recent fiscal year. In connection therewith, while you filed the form of distribution agreement, we note that you did not file the executed customer agreements as exhibits to the registration statement. Please tell us whether you substantially depend on such customers, and to the extent so, please summarize the material terms of such agreements in an appropriate place in the prospectus and file the related agreements as exhibits to the registration statement. Refer to Item 8 of Form F-1 and Item 601(b)(10) of Regulation S- K.

Response: The Company acknowledges
that Staff’s comment on the suppliers and respectfully submits that it is not required to file the agreements for the following
reasons.

Item 601 of Regulation S-K under the
Securities Act of 1933, as amended, provides that material agreements not made in the ordinary course of business should be filed as an
exhibit to a filed report. With certain exceptions, agreements made in the ordinary course of business need not be filed. According to
Item 601(b)(10)(ii), an agreement will be deemed to have been made in the ordinary course of business if “the contract is such as
ordinarily accompanies the kind of business conducted by the registrant.” The agreements with customers and suppliers are contracts
that ordinarily accompany the kind of business conducted by the Company.

The Company has also reviewed the exceptions
set forth in Item 601(b)(10)(ii)(A)-(D) and has determined that the agreements with customers and suppliers are not required to be filed
as an exhibit to a filed report. Items (A)-(D) are not applicable. Specifically, the Company is not substantially dependent on any of
these contracts, which is the applicable standard set forth in Item (B).

With respect to the executed customer
agreements, the Company relies on a limited number of customers for each television program that it distributes. This practice allows
each customer to receive unique content from us to show to their audience. We have filed a form of distribution agreement and summarized
the material terms of the agreement on page 27. However, the Company does not substantially depend on any of the agreements previously
executed with the customers.

In addition, we note your disclosure
on page F-20 that “[f]or the year ended December 31, 2023, one supplier accounted for 59.4% of the Company’s total purchases,”
and that “[a]s of December 31, 2023, three suppliers accounted for 42.2%, 28.8% and 20.0% of the outstanding accounts payable.”
Please also tell us whether you substantially depend on any such suppliers, and to the extent so, please identify such suppliers, summarize
the material terms of the agreements, include appropriate risk factor disclosure and file such agreements as exhibits to the registration
statement.

Response: With respect to the
agreements with suppliers, while it is true that “[f]or the year ended December 31, 2023, one supplier accounted for 59.4% of the
Company’s total purchases,” and that “[a]s of December 31, 2023, three suppliers accounted for 42.2%, 28.8% and 20.0%
of the outstanding accounts payable,” the Company is not substantially dependent on any of the suppliers.

The Company purchases distribution rights
for television programs from a diverse range of suppliers, such as production studios and content creators. In certain years, one or more
of these purchases may constitute a large portion of the company’s total purchase amount. However, the Company buys from different
suppliers each year to create a diverse content base. The Company does not substantially depend on any of the suppliers from which it
has previously acquired television programs.

“Uncertainties with respect to the
PRC legal system . . . “, page 37

    2.
    We note your response to prior comment 4, as well as your revised disclosure, and we reissue the comment in-part. In particular, we note that you continue to disclose that “we are actively preparing our filing with the CSRC in accordance with the Trial Measures” on page 38, and such disclosure is inconsistent with your disclosure elsewhere that you “submitted initial documents in connection with this offering and our listing on the Nasdaq Capital Market to the CSRC on January 22, 2024.” Revise to reconcile.

Response: In response to the
Staff’s comments, we have revised the disclosure on page 38.

Industry, page 78

    3.
    Please update your discussion of industry data as of a more recent date, to the extent available, as such discussion provides estimates for 2023 and actual results as of 2022.

Response: In response to the
Staff’s comments, we have revised the disclosure on pages 78 to 80.

Index to Financial Statements

Prepayments of Filming of Documentary and
TV Series, page F-23

    4.
    Please tell us and revise to disclose in further detail the nature of these prepayments of filming of documentary and TV series and how they differ from the refundable prepayments of copyright and filming of TV series discussed in Note 5.

Response: We note the Staff’s
comment, and in response hereto, respectfully advise the Staff that these prepayments of filming of documentary and TV series discussed
in Note 4 are for documentary and TV series which are currently in production. However, the refundable prepayments of copyright and filming
of TV series discussed in Note 5 are for purchasing the copyright of TV series and filming TV series that we prepaid initially, but these
projects were subsequently ceased due to the impact of Covid-19 epidemic. After the negotiation with the counterparties, they agreed to
return our prepayment, and we have received the full refund of these prepayment as the date of our report. Meanwhile, we revised the disclosure
on page F-23 to disclosed in further detail the nature of the prepayments of filming of documentary and TV series in Note 4.

We thank the Staff for its
review of the foregoing. If you have any questions regarding the Registration Statement, please contact Fang Liu by phone at (703) 919-7285
or via e-mail at fliu@vcllegal.com.

    Very truly yours,

    /s/ Bin Feng

    Bin Feng

    cc:
    Fang Liu, Esq.

    VCL Law LLP

United States securities and exchange commission logo
May 6, 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 Draft Registration Statement on Form F-1
Submitted April 16, 2024
CIK No. 0001997950
Dear Bin Feng:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
April 9, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted April 16, 2024
"With respect to the television program distribution segment of our business . . . ", page 27
1.We note your response to prior comment 3, as well as your revised disclosure that
identifies your three major customers as of December 31, 2022 that comprised your total
sales, as well as your two major customers that comprised the majority of your accounts
receivable as of December 31, 2022.  Please revise to update your discussion to reflect
your major customers as of December 31, 2023 as it pertains to your total sales
and accounts receivable, as your disclosure on page F-20 is now as of the most recent
fiscal year.  In connection therewith, while you filed the form of distribution agreement,

 FirstName LastNameBin Feng
 Comapany NameUnitrend Entertainment Group Ltd
 May 6, 2024 Page 2
 FirstName LastName
Bin Feng
Unitrend Entertainment Group Ltd
May 6, 2024
Page 2
we note that you did not file the executed customer agreements as exhibits to the
registration statement.  Please tell us whether you substantially depend on such customers,
and to the extent so, please summarize the material terms of such agreements in an
appropriate place in the prospectus and file the related agreements as exhibits to the
registration statement.  Refer to Item 8 of Form F-1 and Item 601(b)(10) of Regulation S-
K.

In addition, we note your disclosure on page F-20 that "[f]or the year ended December 31,
2023, one supplier accounted for 59.4% of the Company’s total purchases," and that "[a]s
of December 31, 2023, three suppliers accounted for 42.2%, 28.8% and 20.0% of the
outstanding accounts payable."  Please also tell us whether you substantially depend on
any such suppliers, and to the extent so, please identify such suppliers, summarize the
material terms of the agreements, include appropriate risk factor disclosure and file such
agreements as exhibits to the registration statement.
"Uncertainties with respect to the PRC legal system . . . ", page 37
2.We note your response to prior comment 4, as well as your revised disclosure, and we
reissue the comment in-part.  In particular, we note that you continue to disclose that "we
are actively preparing our filing with the CSRC in accordance with the Trial Measures" on
page 38, and such disclosure is inconsistent with your disclosure elsewhere that you
"submitted initial documents in connection with this offering and our listing on the
Nasdaq Capital Market to the CSRC on January 22, 2024."  Revise to reconcile.
Industry, page 78
3.Please update your discussion of industry data as of a more recent date, to the extent
available, as such discussion provides estimates for 2023 and actual results as of 2022.
Index to Financial Statements
4. Prepayments of Filming of Documentary and TV Series , page F-23
4.Please tell us and revise to disclose in further detail the nature of these prepayments of
filming of documentary and TV series and how they differ from the refundable
prepayments of copyright and filming of TV series discussed in Note 5.

 FirstName LastNameBin Feng
 Comapany NameUnitrend Entertainment Group Ltd
 May 6, 2024 Page 3
 FirstName LastName
Bin Feng
Unitrend Entertainment Group Ltd
May 6, 2024
Page 3
            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

United States securities and exchange commission logo
April 9, 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. 1 to Draft Registration Statement on Form F-1
Submitted March 14, 2024
CIK No. 0001997950
Dear Bin Feng:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
February 14, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted March 14, 2024
Summary of Our Challenges and Risks, page 6
1.We note your new risk factor on page 37 entitled "Uncertainties with respect to the PRC
legal system . . . ." Please revise your summary risk factors to include a summary of such
new risk factor here. Additionally, your response states that you have revised all cross-
references to risk factors in this sub-section, and in the "Risks Related to Our Corporate
Structure" sub-section, to specifically refer to the corresponding detailed individual risk
factors, but your disclosure does not appear to include specific cross-references. Please
revise each cross-reference to refer to the relevant individual detailed risk factor.

 FirstName LastNameBin Feng
 Comapany NameUnitrend Entertainment Group Ltd
 April 9, 2024 Page 2
 FirstName LastName
Bin Feng
Unitrend Entertainment Group Ltd
April 9, 2024
Page 2
Regulatory Permissions and Licenses for Our Operations in China and This Offering, page 7
2.We note your response to comment 14, as well as your revised disclosure that "[a]part
from the case that we inadvertently conclude that such permission or approval is not
required, any change in the PRC laws and regulations may result in a material change . .
." We reissue the comment in part. Please 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. In this regard, your disclosure appears to
carveout such scenario from your discussion of the consequences as opposed to address
the consequences if you inadvertently conclude that such permissions or approvals are not
required.
With respect to our advertisement placement line of business..., page 26
3.You indicate that a relatively small number of clients account for a substantial percentage
of your revenues, and any loss of your significant clients or the loss of significant
advertisers by your agency clients, could have a material and adverse effect on your
financial condition and results of operations. We also note that for the year ended
December 31, 2022, you had three major customers accounting for 32.7%, 20.0%, and
17.3% of total sales, and two customers who accounted for 65.9% and 21.7% of the
outstanding accounts receivable. To the extent you are dependent on any major customer
or your relationship with such major customer is material to your financial condition and
results of operations, please identify the customer(s) and the nature of your relationship
with such customer(s). Please also file any agreements with such customers as exhibits to
the registration statement, or tell us why you are not required to do so. See Item
601(b)(10) of Regulation S-K.
"The approval or record filing of the CSRC under the M&A Rules, CAC, or other PRC
government authorities may be required . . . ", page 34
4.We note your response to comment 17 that "we have revised the disclosure to clarify that
CSRC approval under the M&A Rules is not required," but that the "filing with CSRC
under the Trial Measures is required for this offering." While we note your response and
your revised disclosure, we reissue the comment in-part. Please revise to ensure that your
disclosure is consistent throughout the registration statement and also with your
response. In this regard, you continue to disclose on page 36 that "since the Trial
Measures were newly promulgated, its interpretation, application and enforcement remain
unclear," and "[i]f the filing procedure with the CSRC under the Trial Measures is
required for this offering . . . ,  it is uncertain whether we could complete the filing
procedure . . . ." As a further example, we note your disclosure that "[w]e submitted initial
documents in connection with this offering and our listing on the Nasdaq Capital Market
to the CSRC on January 22, 2024," which appears inconsistent with your disclosure that
"we are actively preparing our filing with the CSRC."

 FirstName LastNameBin Feng
 Comapany NameUnitrend Entertainment Group Ltd
 April 9, 2024 Page 3
 FirstName LastName
Bin Feng
Unitrend Entertainment Group Ltd
April 9, 2024
Page 3
"The dual-class structure of our share capital has the effect of concentrating voting power with
the holders of Class B . . . ", page 46
5.We note your response to comment 18, as well as your revised disclosure, and we reissue
the comment in-part. Where you discuss "the holders of Class B ordinary shares" in
connection with the anticipated control held by Mr. Bin Feng following this offering,
please revise the references to such "holders" in all instances to clarify that Mr. Bin Feng
is the applicable holder. In this regard, and as example only, we note that your risk factor
heading as well as the second paragraph of the risk factor continue to refer to the
"holders."
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
64
6.We note your response to comment 21, as well as your revised disclosure. However, you
continue to disclose on page 65 that "[o]ur most significant costs and cash expenditures
relate to . . . investing in shows for which we also secure distribution rights," and
that, "when we co-invest in a show, we generally have less control over the investment
and production processes, than when we are lead investor in a show." Please revise to
ensure consistency and reconcile with your revised disclosure on page 23 that, "[e]xcept
for the self-produced content "The Good Days," we do not participate in the production
process nor invest in the productions of contents." Additionally on page 23, we also note
that your risk factor heading continues to highlight the risk that you "may be unable to
recoup . . . investments in shows."
Prepaid Expense and Other Current Assets, page F-22
7.Please revise footnote (1) to state that you wrote off $242,705 of the third party
loans during the year ended December 31, 2022 as the amount was deemed uncollectible.
            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

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