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United States securities and exchange commission logo
March 10, 2022
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. 5 to
Registration Statement on Form F-1
Filed February 11,
2022
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
December 3, 2021 letter.
Amendment No. 5 to Registration Statement on Form F-1
Cover Page
1. Please revise the
prospectus cover page to provide a description of how cash is transferred
through your
organization. State whether any transfers, dividends, or distributions have
been made to date
between the holding company, its subsidiaries, and the consolidated
VIEs (although they
have subsequently been divested), or to investors, and quantify the
amounts where
applicable. Provide cross-references to the condensed consolidating
schedule and the
consolidated financial statements. Please revise the eleventh paragraph
to state, as you do on
page 15, that Mr. Xueyuan Weng will have the ability to control the
outcome of matters
submitted to your shareholders for approval, including the election of
Xueyuan Weng
FirstName
Golden SunLastNameXueyuan Weng
Education Group Limited
Comapany
March NameGolden Sun Education Group Limited
10, 2022
March2 10, 2022 Page 2
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FirstName LastName
your directors and the approval of any change in control transaction.
Our Past Performance, page 5
2. Please revise to add net income or loss to the associated tables.
The PRC Education Industry, page 5
3. We note that certain of your tutorial centers are registered as
for-profit and others as not-
for-profit and to date such designation has not affected your
operations and revenue.
Given the company's divestiture of private schools providing
compulsory education and
the company's increased focus on tutorial services, please revise to
quantify the portion of
your revenue which is generated from for-profit versus not-for-profit
schools. Please
provide enough information so investors can appreciate the portion of
your remaining
revenue stream which may be subject to further governmental
restrictions or regulations.
Approvals from the PRC Authorities to Issue Our Ordinary Shares to Foreign
Investors , page 6
4. We note your risk factor on page 27 (third paragraph) contains
additional information
regarding whether you believe the company may be subject to a
cybersecurity or network
data security review. Please revise this section to address these
potential reviews and why
you do not believe you will be subject to such reviews.
Prospectus Summary
Summary of Risk Factors, page 8
5. We note your references to the page numbers on which the more detailed
risk factors
appear. Please revise to provide these cross-references by identifying
the more detailed
risk factors by title.
Selected Condensed Consolidated Financial Schedule of Golden Sun Cayman and Its
Subsidiaries and VIEs, page 12
6. Please revise your schedules to disaggregate the results, financial
position, and cash flows
for your WFOE, Hong Kong, and PRC subsidiaries, separately.
7. Please revise your condensed consolidated statements of income to
present major line
items, such as cost of goods/services and subtotals.
8. We note from page F-19 that you received economic benefits from
Chongwen Middle
School and Ouhai Art School prior to their divestiture. Please present
intercompany
balances, activities, and cash flows separately within your schedules,
including amounts
related to the economic benefits received from the VIEs.
Consolidated Balance Sheets, page F-3
9. Please tell us your basis for recording your deemed distribution
as a reduction of Equity.
In this regard, we note from your disclosure on page 56 that you sold
all of your shares in
Xueyuan Weng
Golden Sun Education Group Limited
March 10, 2022
Page 3
FirstName LastNameXueyuan Weng
Comapany NameGolden
Golden Sun Shanghai Sun to
Education Group Limited
certain investors and do not appear to
reflect a deemed
distribution to
March 10, 2022 Page 3 all shareholders.
FirstName LastName
Xueyuan Weng
FirstName
Golden SunLastNameXueyuan Weng
Education Group Limited
Comapany
March NameGolden Sun Education Group Limited
10, 2022
March4 10, 2022 Page 4
Page
FirstName LastName
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.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services