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United States securities and exchange commission logo
September 21, 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. 3 to
Registration Statement on Form F-1
Filed August 30,
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
August 23, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-1
General
1. Please revise the
registration statement throughout, including the cover page and
Prospectus Summary, to
address how recent statements and regulatory actions by China s
government, such as
those related to the regulation of private schools, tutoring institutions
and for-profit
tutoring, has or may impact the company s ability to conduct its business
and operations, accept
foreign investments, or list on an U.S. or other foreign exchange.
In this regard, we note
certain press reports regarding the Chinese government's recent
prohibition on private
tutors giving online classes and the Chinese government's continued
focus on limiting all
for-profit tutoring. We also note that the Implementing Regulation
Xueyuan Weng
FirstName
Golden SunLastNameXueyuan Weng
Education Group Limited
Comapany 21,
September NameGolden
2021 Sun Education Group Limited
September
Page 2 21, 2021 Page 2
FirstName LastName
became effective on September 1, 2021. Please revise the registration
statement
throughout as applicable.
Cover Page
2. We note your response to our prior comment 1 and reissue in part.
Please refer to the
prospectus cover page and the fourth paragraph. Please revise the
first sentence to clarify
that you are not a Chinese operating company but rather a holding
company incorporated
in the Cayman Islands. Additionally, please clarify that investors may
never directly hold
equity interests in a Chinese operating company. Please revise to
clearly state that the
VIE structure is being used to replicate foreign investment in a
Chinese-based company
because Chinese law prohibits direct foreign investment in
education-based businesses, as
opposed to saying that you control and receive economic benefits of
your VIE's business
operations through contractual arrangements.
Prospectus Summary, page 1
3. We note your response to our prior comment 9 and reissue in part. In
your summary of
risk factors, specifically discuss risks arising from the legal system
in China, including
risks and uncertainties regarding the enforcement of laws and that
rules and regulations in
China can change quickly with little advance notice; and 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 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.
The PRC Education Industry, page 6
4. We note your response to our prior comment 11 and reissue in part.
Please expand the
fourth paragraph to discuss in greater detail the Chinese government's
recent laws,
guidelines and regulatory actions related to private schools, tutoring
institutions and for-
profit tutoring. Please also add a new stand alone risk factor which
specifically addresses
these new laws, guidelines and regulatory actions and their impact on
the company's
business and operations. Please also include a bullet and cross
reference in your summary
of risk factors on page 8.
Ouhai Art School, page 60
5. We note that your PRC counsel has provided two opinions regarding your
VIE structure
and Ouhai Art School. Please tell us what consideration you have given
to asking your
PRC counsel to address your VIE structure and its compliance with the
Implementing
Regulation which became effective on September 1, 2021. Please also
revise
Xueyuan Weng
Golden Sun Education Group Limited
September 21, 2021
Page 3
the Chongwen Middle School section, fifth paragraph, on page 63 in a
similar manner.
3. Implementation Rules for the Law for Promoting Private Education of PRC,
page 109
6. We note that the Implementing Regulation became effective on September
1, 2021. We
also note that your VIE structure appears to contradict the
Implementing Regulation's
guidelines regarding the operation and control of private schools.
Please revise this
section as applicable and affirmatively confirm that your business and
operations are
compliant with Chinese government regulations related to the operation
and control of
private schools, if true, as such operations represent a significant
portion of your business
and operations.
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
September 21, 2021 Page 3 Office of Trade
& Services
FirstName LastName