UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~Earliest Event Reported): July 11, 2024

Date of Report (Date of earliest event reported) January 16, 2023

SUNRISE REAL ESTATE GROUP, INC.

(Exact name of registrant as specified in its charter)

Texas	~~000-32585~~	75000-~~2713701~~32585	75-2713701
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification)
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification No.)

(Address of principal executive offices)

No. 18, Panlong Road,

Shanghai, PRC 201702

~~Registrant's~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area code (86~~offices)~~-21-6167-2855~~

~~Not Applicable~~(86)-21-6139-8018

(~~Former~~Issuer’s ~~Name~~telephone ~~or Former Address if Changed Since Last Report~~number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

to be so registered

Trading Symbol(s)

Name of each exchange on which

each class is to be registered

Common stock, par value $0.01 per share

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnResignation ~~January 16, 2023, the Company’s Board~~ of Directors ~~declared a~~and ~~cash dividend of $0.15 per share payable April 5, 2023 to shareholders of record as of January 30, 2023. The ex-dividend date will be January 27, 2023.~~Officers

~~SIGNATURE~~Effective as of July 1, 2024, Ms. Wang Wen Hua resigned as an independent Director, and Chairman of the audit committee of Sunrise Real Estate Group, Inc. (the “Company”).

~~Pursuant~~Appointment ~~to the requirements~~ of ~~the~~Directors ~~Securities~~and ~~Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officers

~~Dated:~~Effective ~~January~~as 21of July 11, ~~2023~~2024, the Board of Directors of the Company appointed Mr. Gu Liang, an existing director and member of the audit committee, to serve as Chairman of the audit committee.

~~SUNRISE REAL ESTATE GROUP, INC. By: /s/ Lin Hsin Hung Name: Lin Hsin Hung Title: Chairman~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Sunrise Real Estate Group, Inc.

	Dated: July 24, 2024

	By:	/s/ Lin Hsin Hung

	Name: Lin Hsin Hung
	Title: Chairman

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