UNITED STATES
                                  SECURITIES AND EXCHANGE COMMISSION
                                                WASHINGTON, D.C. 20549


   DIVISION OF
CORPORATION FINANCE


                                                              January 19, 2021

  Yuebiao Li
  Chairman of the Board
  Newater Technology, Inc.
  1 Ruida Road, Laishan District, Yantai City
  Shandong Province
  People   s Republic of China

          Re:     Newater Technology, Inc.
                  Schedule 13E-3
                  Filed on January 12, 2020 by Newater Technology, Inc., et al.
                  File No. 005-90297

  Dear Mr. Li,

          We have reviewed the above-captioned filing, and have the following
comments. Some
  of our comments may ask for additional information so we may better
understand the disclosure.

         Please respond to this letter by amending the filing and/or by
providing the requested
  information. After reviewing any amendment to the filing and any information
provided in
  response to these comments, we may have additional comments.

         If you do not believe our comments apply to your facts and
circumstances, and/or do not
  believe an amendment is appropriate, please tell us why in a written
response.

  Schedule 13E-3

  General

  1. The legend required by Rule 13e-3(e)(1)(iii) must appear on the outside
front cover page of
     the disclosure document distributed to unaffiliated security holders. At
present, the required
     legend appears on the cover page of the Schedule 13E-3. Unless the cover
page codified at
     Rule 13e-100 will be distributed in addition to the disclosures
thereunder, please revise.

  2. Please advise us how the disclosures required by Rule 13e-3(e)(1)(i) and
(ii) will be
     distributed in accordance with Rule 13e-3(f)(1). To the extent the
Schedule 13E-3 filing in
     its entirety will not be distributed, please advise us why the disclosure
under Item 9(c) may
     be withheld given that the specific disclosure regarding inspection and
copying does not
     appear to have been included with the preliminary proxy statement filed as
exhibit (a)(1).
 Mr. Yuebiao Li
c/o Newater Technology, Inc.
January 19, 2021
Page 2

3. A disclaimer indicates that    [n]o Filing Person, including the Company, is
responsible for the
   accuracy of any information supplied by any other Filing Person.    This
disclaimer is
   inconsistent with the representation each filing person makes when executing
the Schedule
   13E-3. Refer to Rule 13e-100, which requires each filing person to certify
that, to the best of
   his or her knowledge and belief following due inquiry,    that the
information set forth in th[e]
   statement is true, complete and correct.

4. Please refer to the following assertion:       [t]he filing of this
Transaction Statement shall not
   be construed as an admission by any Filing Person [that such person] is an
 affiliate    of the
   Company within the meaning of Rule 13e-3 under Section 13(e) of the Exchange
Act.
   Please advise us, with a view toward revised disclosure, of the purpose of
this language. The
   response should address the application of the Rule 13e-3(a)(1) definition
of affiliate to the
   facts and circumstances relating to the filing persons    relationship to
the subject company.

Item 13. Financial Statements

5. Financial information has been incorporated by reference from the Form 20-F.
Under
   General Instruction F of Schedule 13E-3, an express reference must be made
to a document
   that explicitly contains the required information. Under Item 16 of Schedule
TO and
   corresponding Item 1016(a)(5) of Regulation M-A, the document from which the
information
   has been so incorporated also must be filed as an exhibit. The reference to
  a copy    in
   General Instruction F is only intended to mean the substantive content of
information so
   incorporated as distinguished from the controlling requirement to identify
the information so
   incorporated as an entry on the exhibit list. Accordingly, please revise the
exhibit list.

6. Financial information has been incorporated from the associated proxy
statement. Because
   financial statements have been incorporated by reference (and not reprinted)
in order to fulfill
   the registrant   s disclosure obligations, Instruction 1 of Item 13 requires
that a summary of the
   financial information specified in Item 1010(a) be included. Accordingly,
summarized
   financial information must be prepared in accordance with Item 1010(c) of
Regulation M-A.
   Please disclose all of the information required by Item 1010(c)(1) for the
interim period
   specified in Item 1010(a)(2) of Regulation M-A, or advise. Guidance relating
to the
   application of a nearly identical instruction in the context of a tender
offer appearing in a July
   2001 interpretations supplement, interpretation I.H.7, is publicly available
at:
   https://www.sec.gov/interps/telephone/phonesupplement3.htm

Exhibit (a)(1)     Preliminary Proxy Statement

7. The legend required by Rule 13e-3(e)(1)(iii) has been printed in bold
typeface on page v
   (five) of a cover letter to shareholders. This legend, however, must appear
  on the outside
   front cover page    of a disclosure document regulated under Rule 13e-3.
Please revise.
 Mr. Yuebiao Li
c/o Newater Technology, Inc.
January 19, 2021
Page 3

Reasons for the Merger and Recommendation of [ ] Our Board of Directors, page
37

8. The discussion of the factors considered in support of the fairness
determination allude to a
   going concern value calculated by Duff & Phelps, but does not quantify an
exact value.
   Please revise to indicate, if true, that a specific going concern value was
not calculated or
   considered by the Board on behalf of Newater when the issuer   s required
fairness
   determination was made. Refer to General Instruction E of Schedule 13E-3,
Instruction 2(iv)
   of Item 1014 of Regulation M-A and Questions and Answers 20-21 in Exchange
Act Release
   17719 (April 13, 1981). To the extent that an actual going concern value was
calculated,
   please revise to expressly state, if true, that the Board, on behalf of
Newater, adopted the
   financial advisor   s analysis See Response to Question No. 20 in Release
No. 34-17719.

Position of the Buyer Group as to the Fairness of the Merger, page 45

9. The Buyer Group acknowledged the merger is not subject to the approval by a
majority of
   unaffiliated shareholders. Please advise us, with a view toward revised
disclosure, how
   compliance with Item 1014(c) and (e) of Regulation M-A has been effectuated.
Under
   General Instruction E to Schedule 13E-3, negative responses to any
disclosure requirements
   imposed under Item 8 must be disclosed.

10. In making the fairness determination, an expectation exists that a
discussion in reasonable
    detail will be provided of the material factors upon which the belief
stated in paragraph (a) of
    Item 1014 of Regulation is based. In 1981, the Division of Corporation
opined that    when a
    factor which would otherwise be important in determining the terms of the
transaction is not
    considered or is given little weight because of particular circumstances,
this may be a
    significant aspect of the decision-making process which should be discussed
in order to make
    the Item 8 disclosure [under Schedule 13E-3] understandable and complete.
 Refer to the
    Responses to Questions 20-21 in Release 34-17719 (April 13, 1981). Please
revise to
    specifically address the fairness of the consideration in relation to going
concern, net book
    and liquidation value. See Item 1014(b) of Regulation M-A and Instruction 2
thereto.

Opinion of the Independent Committee   s Financial Advisor, page 50

11. Please revise to describe the method of selection of Duff and Phelps. See
Item 9 of Schedule
    13E-3 and corresponding Item 1015(b)(3) of Schedule 13E-3.

Primary Benefits and Detriments of the Merger, page 65

12. Please identify the constituency or constituencies expected to benefit from
the anticipated
    annual savings in regulatory compliance-related costs. Quantify that
benefit to the extent
    practicable, and indicate the savings will be achieved on a recurring
basis. Refer to Item 7 of
    Schedule 13E-3, Item 1013 of Regulation M-A and corresponding Instruction 2
to Item 1013.
 Mr. Yuebiao Li
c/o Newater Technology, Inc.
January 19, 2021
Page 4

Effect of the Merger on the Company's Net Book Value and Net Income, page 67

13. Please advise us, with a view towards revised disclosure, why disclosure of
the interests held
    in the subject company   s net book value and net earnings by all of the
affiliated filing
    persons, including Parent, have not been expressed in dollar amounts and
percentages. See
    Item 7 of Schedule 13E-3, Item 1013(d) of Regulation M-A and corresponding
Instruction 3.

Cautionary Note Regarding Forward-Looking Statements, page 123

14. The filing persons assert that they    undertake no obligation to update
the[ ] forward-looking
    statements to reflect future events or circumstances.    While the use of
cautionary language
    is not objectionable, disclaiming that any legal responsibility exists
revise inaccurate or
    incorrect statements is factually and legally inconsistent with the
applicable requirements
    under the federal securities laws. Please revise. See Rule
13e-3(b)(1)(i)-(iii) and Rule 10b-5.

Exhibit (c)(2) | Disclaimers by Duff & Phelps, LLC

15. Duff and Phelps    representation on page 54 of the proxy statement that
its express consent
    was required before the opinion it furnished    solely for the use and
benefit of the
    independent committee    could be used by any other person limits reliance
by unaffiliated
    security holders. A disclaimer in Exhibit (c)(2) similarly explains that
written consent is
    needed as a prerequisite to the inclusion of any Duff & Phelps materials,
including its
    opinion, and states the materials were otherwise prepared for the exclusive
use of the
    independent committee. Please include disclosure in the associated proxy
statement and/or
    these exhibits to remove the implication that unaffiliated security holders
are precluded from
    being eligible to rely upon these disclosures by affirmatively stating, if
true, that Duff &
    Phelps consents to the inclusion of such materials in this filing and that
unaffiliated security
    holders may rely upon such information without limitation. Alternatively,
provide the
    disclosures recommended by the Division of Corporation Finance accessible
via the
    following link as being necessary to clarify security holders    right to
rely on such materials.
    http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm-a.htm


        We remind you that Newater Technology Inc. is responsible for the
accuracy and
adequacy of its disclosures, notwithstanding any review, comments, action or
absence of action
by the staff.
 Mr. Yuebiao Li
c/o Newater Technology, Inc.
January 19, 2021
Page 5

       You may contact me at (202) 551-3266 with any questions.


                                                        Sincerely,

                                                        /s/ Nicholas P. Panos

                                                        Nicholas P. Panos
                                                        Senior Special Counsel
                                                        Office of Mergers &
Acquisitions

cc: Yue (Mark) Li, Esq.
James Chang, Esq.