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United States securities and exchange commission logo
May 27, 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. 7 to
Registration Statement on Form F-1
Filed May 6, 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.
Amendment No. 7 to Registration Statement on Form F-1
Cover Page
1. Please amend the
prospectus cover page and in the summary risk factors and risk factors
sections to state that,
to the extent cash or assets in the business is in the PRC or Hong
Kong or a PRC or Hong
Kong entity, the funds or assets may not be available to fund
operations or for other
use outside of the PRC or Hong Kong due to interventions in or the
imposition of
restrictions and limitations on the ability of you or your subsidiaries by the
PRC government to
transfer cash or assets. On the prospectus cover page, provide cross-
references to these
other discussions.
Xueyuan Weng
FirstName
Golden SunLastNameXueyuan Weng
Education Group Limited
Comapany
May NameGolden Sun Education Group Limited
27, 2022
May 27,
Page 2 2022 Page 2
FirstName LastName
2. To the extent you have cash management policies that dictate how funds
are transferred
between you, your subsidiaries, or investors, summarize the policies
on your prospectus
cover page and in the summary, and disclose the source of such
policies (e.g., whether
they are contractual in nature, pursuant to regulations, etc.);
alternatively, state on the
prospectus cover page and in the summary that you have no such cash
management
policies that dictate how funds are transferred. Provide a
cross-reference on the
prospectus cover page to the discussion of this issue in the summary.
Conventions that Apply to this Prospectus, page ii
3. Please revise the definition of "China" and the "PRC," so that it does
not exclude Hong
Kong or Macau. Revise the disclosure in your prospectus accordingly.
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