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

Date of Report (Date of Earliest Event Reported): July 11, 2024

SUNRISE REAL ESTATE GROUP, INC.

(Exact name of registrant as specified in its charter)

Texas

000-32585

75-2713701

(State or other jurisdiction

of incorporation or

organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

No. 18, Panlong Road,

Shanghai, PRC 201702

(Address of principal executive offices)

(86)-21-6139-8018

(Issuer’s telephone 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:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors and Officers

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”).

Appointment of Directors and Officers

Effective as of July 11, 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.

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

SUNRISE REAL ESTATE GROUP INC 8-K