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United States securities and exchange commission logo
May 17, 2021
Xueyuan Weng
Chief Executive Officer
Golden Sun Education Group Limited
Profit Huiyin Square North Building
Huashan 2088, Unit 1001
Xuhui District, Shanghai, China
Re: Golden Sun
Education Group Limited
Registration
Statement on Form F-1
Filed May 7, 2021
File No. 333-255891
Dear Mr. Weng:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
General
1. With respect to the
legal opinions and related disclosure:
Please revise the
Material Income Tax Consideration -- Cayman Islands Taxation
section of the
prospectus to state that it is the opinion of Ogier. In this regard, we
note that Exhibit
5.1 is intended to serve as a short-form taxation opinion. Refer to
Section III.B.2 of
Staff Legal Bulletin No. 19.
Please revise the
Material Income Tax Consideration -- People's Republic of China
Enterprise Taxation
section of the prospectus to state that it is the opinion of Zhong
Lun Law Firm. In
this regard, we note that it appears that Exhibit 8.1 is intended to
serve as a
short-form taxation opinion. Refer to Section III.B.2 of Staff Legal
Xueyuan Weng
Golden Sun Education Group Limited
May 17, 2021
Page 2
Bulletin No. 19.
Tell us why you believe it is appropriate not to provide a tax
opinion with respect to
the discussion in the Material Income Tax Consideration -- United
States Federal
Income Taxation section of the prospectus. Refer to Item
601(b)(8) of Regulation S-
K.
Please confirm that you intend to file an opinion regarding the
legality of the warrants
being registered on the registration statement. Refer to Item
601(b)(5) of Regulation
S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Abe Friedman at 202-551-8298 or Rufus Decker at
202-551-3769 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with
any other
questions.
FirstName LastNameXueyuan Weng Sincerely,
Comapany NameGolden Sun Education Group Limited
Division of
Corporation Finance
May 17, 2021 Page 2 Office of Trade
& Services
FirstName LastName