SC 13G 1 ea193638-13ggmb_sunrise.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Sunrise New Energy Co., Ltd.

(Name of Issuer)

Ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

G3932F106

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	☐	Rule 13d-1(b)

	☐	Rule 13d-1(c)

	☒	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G3932F106

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1.	Names of Reporting Persons GMB Culture Communication Co., Ltd.
2.	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization British Virgin Islands

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

Sole Voting Power

Shared Voting Power

2,607,077*

Sole Dispositive Power

Shared Dispositive Power

2,607,077*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,607,077*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented by Amount in Row (9) 9.97%**
12.	Type of Reporting Person FI

*	Represents ordinary shares held by GMB Culture Communication Co., Ltd. as of December 31, 2023. Ertao Zhao, Yidong Zhang, Xiaoli Chen serve as the directors of GMB Culture Communication Co., Ltd. and share the dispositive and voting power of the shares held by GMB Culture Communication Co., Ltd.

**	Percentage of class is calculated based on 26,136,350 ordinary shares outstanding as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023.

CUSIP No. G3932F106

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1.	Names of Reporting Persons Ertao Zhao
2.	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization China

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

Sole Voting Power

Shared Voting Power

2,607,077*

Sole Dispositive Power

Shared Dispositive Power

2,607,077*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,607,077*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented by Amount in Row (9) 9.97%**
12.	Type of Reporting Person IN

*	Represents ordinary shares held by GMB Culture Communication Co., Ltd. as of December 31, 2023. Ertao Zhao, Yidong Zhang, Xiaoli Chen serve as the directors of GMB Culture Communication Co., Ltd. and share the dispositive and voting power of the shares held by GMB Culture Communication Co., Ltd.

**	Percentage of class is calculated based on 26,136,350 ordinary shares outstanding as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023.

CUSIP No. G3932F106

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1.	Names of Reporting Persons Yidong Zhang
2.	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization China

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

Sole Voting Power

Shared Voting Power

2,607,077*

Sole Dispositive Power

Shared Dispositive Power

2,607,077*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,607,077*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented by Amount in Row (9) 9.97%**
12.	Type of Reporting Person IN

*	Represents ordinary shares held by GMB Culture Communication Co., Ltd. as of December 31, 2023. Ertao Zhao, Yidong Zhang, Xiaoli Chen serve as the directors of GMB Culture Communication Co., Ltd. and share the dispositive and voting power of the shares held by GMB Culture Communication Co., Ltd.

**	Percentage of class is calculated based on 26,136,350 ordinary shares outstanding as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023.

CUSIP No. G3932F106

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1.	Names of Reporting Persons Xiaoli Chen
2.	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization China

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

Sole Voting Power

Shared Voting Power

2,607,077*

Sole Dispositive Power

Shared Dispositive Power

2,607,077*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,607,077*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented by Amount in Row (9) 9.97%**
12.	Type of Reporting Person IN

*	Represents ordinary shares held by GMB Culture Communication Co., Ltd. as of December 31, 2023. Ertao Zhao, Yidong Zhang, Xiaoli Chen serve as the directors of GMB Culture Communication Co., Ltd. and share the dispositive and voting power of the shares held by GMB Culture Communication Co., Ltd.

**	Percentage of class is calculated based on 26,136,350 ordinary shares outstanding as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023.

CUSIP No. G3932F106

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ITEM 1.

(a) Name of Issuer: Sunrise New Energy Co., Ltd.

(b) Address of Issuer’s Principal Executive Offices: Room 703, West Zone, R&D Building, Zibo Science and Technology Industrial Entrepreneurship Park, No. 69 Sanying Road, Zhangdian District, Zibo City, Shandong Province, People’s Republic of China

ITEM 2.

2(a) Name of Person Filing:

GMB Culture Communication Co., Ltd.

Ertao Zhao

Yidong Zhang

Xiaoli Chen

2(b) Address of Principal Business Office, or if None, Residence:

Address of GMB Culture Communication Co., Ltd.: Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.

Address of Ertao Zhang, Yidong Zhang, and Xiaoli Chen: Room 703, West Zone, R&D Building, Zibo Science and Technology Industrial Entrepreneurship Park, No. 69 Sanying Road, Zhangdian District, Zibo City, Shandong Province, People’s Republic of China

2(c) Citizenship:

GMB Culture Communication Co., Ltd.: British Virgin Islands

Ertao Zhang, Yidong Zhang, and Xiaoli Chen: China

2(d) Title of Class of Securities:

Ordinary shares, par value US$0.0001 per share

2(e) CUSIP Number:

G3932F106

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

Not Applicable.

ITEM 4. OWNERSHIP.

The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.

CUSIP No. G3932F106

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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10. CERTIFICATIONS.

Not applicable.

CUSIP No. G3932F106

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Date: February 14, 2024

	GMB Culture Communication Co., Ltd.

	By:	/s/ Ertao Zhao
	Name:	Ertao Zhao
	Title:	Director

	By:	/s/ Yidong Zhang
	Name:	Yidong Zhang
	Title:	Director

	By:	/s/ Xiaoli Chen
	Name:	Xiaoli Chen
	Title:	Director

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

CUSIP No. G3932F106

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LIST OF EXHIBITS

Exhibit No.		Description
99.1		Joint Filing Agreement

SEC Form SC 13G filed by Sunrise New Energy Co. Ltd