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United States securities and exchange commission logo
December 3, 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
Amendment No. 4 to
Registration Statement on Form F-1
Filed November 16,
2021
File No. 333-255891
Dear Mr. Weng:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
September 21, 2021 letter.
Amendment No. 4 to Registration Statement on Form F-1
Cover Page
1. We note your disclosure
on the prospectus cover page and throughout the filing that you
controlled and received
economic benefits of Ouhai Art School and Chongwen Middle
School business
operations through VIE agreements and that those agreements were
designed to provide
your WFOE with the power, rights, and obligations equivalent in all
material respects to
those it would possess as the principal equity holder of the VIE. We
also note the
disclosure that you were the primary beneficiary of the VIEs. However, you
or your investors
didn't have an equity ownership in, direct foreign investment in, or
control through such
ownership/investment of the VIE. As such, when describing the
Xueyuan Weng
FirstName
Golden SunLastNameXueyuan Weng
Education Group Limited
Comapany3,
December NameGolden
2021 Sun Education Group Limited
December
Page 2 3, 2021 Page 2
FirstName LastName
design of the VIE agreements and related outcome, please refrain from
implying that the
VIE agreement was equivalent to an equity ownership in the business of
the VIE. Any
references to control or benefits that accrued to you because of the
VIE should be limited
to and clearly describe the conditions you met for consolidation of
the VIE under U.S.
GAAP and your disclosure should clarify that, for accounting purposes,
you were the
primary beneficiary.
2. Please refer to the sixth paragraph of the prospectus cover page. We
note your disclosure
that the VIE structure was used to replicate foreign investment in
China-based
companies. We note, however, that the structure provided contractual
exposure to foreign
investment in such companies rather than replicating an investment.
Please revise
accordingly.
3. Please refer to the ninth paragraph of the prospectus cover page.
Please revise to identify
the large shareholder who will control the company after the offering,
as well as to state, if
true, that such shareholder will control all matters submitted to a
shareholder vote.
4. Please discuss whether and how the Chinese government's recent
statements and
regulatory actions related to anti-monopoly concerns have or may
impact your ability to
conduct your business, accept foreign investments, or list on an U.S.
or other foreign
exchange.
Prospectus Summary, page 1
5. Please disclose whether you are required to obtain any approvals to
offer securities to
foreign investors, whether you have received such approvals and the
consequences to you
and your investors if you do not receive or maintain the approvals,
inadvertently conclude
that such approvals are not required, or applicable laws, regulations,
or interpretations
change and you are required to obtain approval in the future.
6. Disclose each permission that you or your subsidiaries are required to
obtain from Chinese
authorities to operate and issue these securities to foreign
investors. State whether you or
your subsidiaries are covered by permissions requirements from the
CSRC, CAC or any
other entity that is required to approve of your operations, and state
affirmatively whether
you have received all requisite permissions and whether any
permissions have been
denied.
7. We note your response to our prior comment 3 and reissue in part. In
your summary of
risk factors, disclose the risks that being based in or having the
majority of the company s
operations in China poses to investors. In particular, describe the
significant regulatory,
liquidity, and enforcement risks. Additionally, specifically discuss
risks arising from the
legal system in China, including the risk that the Chinese government
may exert more
control over offerings conducted overseas and/or foreign investment in
China-based
issuers which could result in a material change in your operations
and/or the value of your
Class A ordinary shares. Acknowledge any risks that any actions by the
Chinese
government to exert more oversight and control over offerings that are
conducted overseas
Xueyuan Weng
FirstName
Golden SunLastNameXueyuan Weng
Education Group Limited
Comapany3,
December NameGolden
2021 Sun Education Group Limited
December
Page 3 3, 2021 Page 3
FirstName LastName
and/or foreign investment in China-based issuers could significantly
limit or completely
hinder your ability to offer or continue to offer securities to
investors and cause the value
of such securities to significantly decline or be worthless. Please
revise your prospectus
summary risk factors to include a cross-reference for each individual
bulleted risk to the
more detailed discussion of the risk in the prospectus.
8. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
investigate your auditor, and that as a result an exchange may
determine to delist your
securities. If the PCAOB has been or is currently unable to inspect
your auditor, revise
your disclosure to so state.
The Reorganization, page 1
9. Please revise to quantify the percentage of revenue that these
business contributed to the
company for the periods reflected in your financial statements. Please
include enough
information so investors can appreciate the impact this reorganization
will have on the
company's business and operations.
Dividend Distribution, page 6
10. Quantify any cash flows and transfers of other assets by type that
have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and
direction of transfer.
Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made
to the holding company and which entity made such transfer, and their
tax consequences.
Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
tax consequences.
Selected Condensed Consolidated Financial Schedule of Golden Sun Cayman and Its
Subsidiaries and VIEs, page 11
11. We note that the activity of the VIE is reflected in the line items
titled investments in
subsidiaries and VIEs and income from equity method investment
in the parent s
financial statements. Please provide a roll-forward of the investment
in subsidiaries and
VIEs line item.
Risk Factors, page 15
12. We note from the audit opinion and your risk factor on page 27 that
you have a U.S. based
auditor that is registered with the PCAOB and currently subject to
PCAOB inspection.
Please disclose any material risks to the company and investors if it
is later determined
that the PCAOB is unable to inspect or investigate completely your
auditor because of a
position taken by an authority in a foreign jurisdiction. For example,
disclose the risk that
lack of inspection could cause trading in your securities to be
prohibited under the
Holding Foreign Companies Accountable Act and as a result an exchange
may determine
to delist your securities.
Xueyuan Weng
Golden Sun Education Group Limited
December 3, 2021
Page 4
13. Please expand your risk factor disclosure to discuss that the United
States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non-inspection years from three years to two,
thus reducing the
time period before your securities may be prohibited from trading or
delisted.
Compensation of Directors and Executive Officers, page 112
14. Please update this section for the fiscal year ended September 30,
2021. Refer to Item 6.B
of Form 20-F.
Related Party Transactions, page 118
15. Please update this section as of the date of the prospectus. Refer to
Item 7.B of Form 20-
F.
Consolidated Financial Statements
Note 15 - Subsequent Events
Pro Forma Presentation, page F-33
16. Certain subtotals from your "Pro Forma Condensed Consolidated Balance
Sheets" for
your continuing operations and items classified as held for sale, do
not agree with the
individual subtotals for your subsidiaries and VIEs, as shown in your
"Selected
Condensed Consolidated Balance Sheets" on page 12. Please revise or
advise.
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
December 3, 2021 Page 4 Office of Trade
& Services
FirstName LastName