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                            December 26, 2023

       Zhang Jian
       Chief Executive Officer
       Sunrise Real Estate Group, Inc.
       No. 18, Panlong Road
       Shanghai, PRC 201702

                                                        Re: Sunrise Real Estate
Group, Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021 and 2022
                                                            File No. 000-32585

       Dear Zhang Jian:

              We have reviewed your April 4, 2023 response to our comment
letter and have the
       following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

               After reviewing your response to this letter, we may have
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in
our August 30, 2022
       letter.

       Response filed April 4, 2023

       Item 1. Business, page 2

   1.                                                   We note your response
to comment 1. Please revise the forepart of the business section to
                                                        include the substance
of the first paragraph of the second part of your response to
                                                        comment 1 in your
disclosure. Additionally, advise us whether and how the Texas holding
                                                        company and offshore
subsidiaries are meant to comply with restrictions on foreign
                                                        ownership of or
investment in real estate in China. In this regard, we note the list of
                                                        restrictions beginning
on page 8 of the Form 10-K, including the statement that "Foreign-
                                                        invested real estate
enterprises, or the FIREEs must have a registered capital in amounts
                                                        pursuant to and
consistent with existing regulations." If the corporate structure and
                                                        combined operations are
meant to allow foreign ownership in the operating subsidiaries, it
                                                        is unclear which
regulations apply and what actions have been taken to achieve and
                                                        maintain compliance.
   2.                                                   We note your response
to comments 1 and 2. Disclose prominently that you are not a
 Zhang Jian
FirstName  LastNameZhang    Jian
Sunrise Real Estate Group, Inc.
Comapany26,
December   NameSunrise
              2023      Real Estate Group, Inc.
December
Page 2    26, 2023 Page 2
FirstName LastName
         Chinese operating company but a Texas holding company with operations
conducted by
         your subsidiaries based in China. Currently your references to
"Company," "we" and
         "our" do not distinguish between the Texas holding company and the
subsidiaries in China
         with operations. Additionally, please tell us whether Zhong Ji Pu Fa
Real Estate Co.,
         Ltd. (SHGXL) represents a VIE. If not, please tell us how you
determined consolidation
         was appropriate. In this regard, we note that your indirect subsidiary
Shanghai Shangyang
         Investment Management and Consulting Co., Ltd. appears to own 0% of
SHGXL.
         However, you state on page 4 of your Form 10-K for the fiscal year
ended December 31,
         2021, and on page 7 of your response filed April 4, 2023, that SHGXL
is consolidated into
         your financial statements because you control the development rights
and are beneficiary
         of the revenue that SHGXL generates.
3.       We note your response to comment 3. Please disclose prominently in the
forepart of the
         business section the legal and operational risks associated with being
based in or having
         the majority of the company   s operations in China. 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. Also,
         given recent statements by the Chinese government indicating an intent
to exert more
         oversight and control over offerings that are conducted overseas
and/or foreign investment
         in China-based issuers, acknowledge the risk that any such action
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   ) 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.

         Additionally, please disclose prominently in the forepart of the
business section the
         substance of the third part of your response to comment 3. Also
disclose the location of
         your auditor's headquarters and whether and how the Holding Foreign
Companies
         Accountable Act, as amended by the Consolidated Appropriations Act,
2023, and related
         regulations will affect your company.
4.       We note your response to comment 4. To the extent that one or more of
your directors
         and/or officers are located in China or Hong Kong, please revise the
separate section
         addressing enforcement of civil liabilities and the added risk factor
to identify each
         director and/or officer located in China or Hong Kong and disclose
that it will be more
         difficult to enforce liabilities and enforce judgments on those
individuals. In this regard,
         we note the statement in your response that "many of our directors and
senior executive
         officers reside within China...."
5.       We note your response to comment 5. Please summarize in the forepart
of the business
         section the risks that your corporate structure and being based in or
having the majority of
 Zhang Jian
FirstName  LastNameZhang    Jian
Sunrise Real Estate Group, Inc.
Comapany26,
December   NameSunrise
              2023      Real Estate Group, Inc.
December
Page 3    26, 2023 Page 3
FirstName LastName
         the company   s operations in China poses to investors. In particular,
describe
         the significant regulatory, liquidity, and enforcement risks with
cross-references to the
         more detailed discussion of these risks in the risk factors section.
For example,
         specifically discuss risks arising from the legal system in China,
including risks and
         uncertainties regarding the enforcement of laws and that rules and
regulations in China
         can change quickly with little advance notice; and 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 your securities.
         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.
6.       We note your response to comment 6. Please disclose in the forepart of
the business
         section each permission or approval that you, your subsidiaries, or
any VIEs are
         required to obtain from Chinese authorities to operate your business.
State whether you,
         your subsidiaries, or VIEs are covered by permissions requirements
from the China
         Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC)
         or any other governmental agency that is required to approve your,
your subsidiaries   , or
         the VIE's operations, and state affirmatively whether you have
received all
         requisite permissions or approvals and whether any permissions or
approvals have been
         denied. Please also describe the consequences to you and your
investors if you, your
         subsidiaries, or the VIEs: (i) do not receive or maintain such
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.

7.       We note proposed revised disclosure in your response regarding PRC
restrictions on
         currency exchange and PRC regulations that may limit your PRC
subsidiaries' ability to
         increase their registered capital or distribute profits to you. Please
provide in the forepart
         of the business section a clear description of how cash is transferred
through your
         organization. Disclose your intentions to distribute earnings or
settle amounts owed under
         any VIE agreements. Quantify any cash flows and transfers of other
assets by type that
         have occurred between the holding company, its subsidiaries, and any
consolidated VIEs,
         and direction of transfer. Quantify any dividends or distributions
that a subsidiary or
         consolidated VIE have made to the holding company and which entity
made such transfer,
         and their tax consequences. Similarly quantify dividends or
distributions made to U.S.
         investors, the source, and their tax consequences. Your disclosure
should make clear if no
         transfers, dividends, or distributions have been made to date.
Describe any restrictions on
         foreign exchange and your ability to transfer cash between entities,
across borders, and to
         U.S. investors. Describe any restrictions and limitations on your
ability to distribute
 Zhang Jian
FirstName  LastNameZhang    Jian
Sunrise Real Estate Group, Inc.
Comapany26,
December   NameSunrise
              2023      Real Estate Group, Inc.
December
Page 4    26, 2023 Page 4
FirstName LastName
         earnings from the company, including your subsidiaries and/or any
consolidated VIEs, to
         the parent company and U.S. investors as well as the ability to settle
amounts owed under
         any VIE agreements.
Item 1A. Risk Factors, page 9

8.       We note your response to comment 7. Please revise the added risk
factor to disclose that
         the Holding Foreign Companies Accountable Act, as amended by the
Consolidated
         Appropriations Act, 2023, decreases the number of consecutive
noninspection years
         from three years to two years.
9.       We note your response to comment 9. Please revise the added risk
factor to clarify the
         statement "any offering in the U.S. is not subject to the review or
prior approval of the
         CAC or the CSRC." In this regard, we note your response to comment 8,
which indicates
         that an offering in the U.S. would be subject to the review of the
CSRC under the Rules
         Regarding Overseas Listing.
Form 10-K for Fiscal Year Ended December 31, 2022

Item 1. Business, page 2

10.      Please revise the forepart of the business section to include a
separate section on
         enforcement of liabilities addressing the enforcement risks related to
civil liabilities due to
         many of your directors and officers residing within China, as
indicated on page 30. For
         example, revise to discuss more specifically the limitations on
investors being able to
         effect service of process and enforce civil liabilities in China, lack
of reciprocity and
         treaties, and cost and time constraints. Additionally, please identify
each director and/or
         officer located in China or Hong Kong and disclose that it will be
more difficult to enforce
         liabilities and enforce judgments on those individuals.
General

11.      Please revise the annual report to conform the disclosure to reflect
changes being made in
         the Form 10-K for the fiscal year ended December 31, 2021 in
connection with its review
         by the staff.
       Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or James Lopez at 202-551-3536 with any
other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
 Zhang Jian
Sunrise Real Estate Group, Inc.
December 26, 2023
FirstName
Page 5         LastNameZhang Jian
Comapany NameSunrise Real Estate Group, Inc.
                                               Office of Real Estate &
Construction
December 26, 2023 Page 5
cc:       Steven Schuster
FirstName LastName