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United States securities and exchange commission logo
April 29, 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. 6 to
Registration Statement on Form F-1
Filed April 1, 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 March
10, 2022 letter.
Amendment No. 6 to Registration Statement on Form F-1
Prospectus Cover Page
1. Please revise the 4th
paragraph to acknowledge that Chinese regulatory authorities could
disallow your corporate
structure, which would likely result in a material change in your
operations and/or a
material change in the value of the securities you are registering for
sale, including that it
could cause the value of such securities to significantly decline or
become worthless.
Xueyuan Weng
FirstName
Golden SunLastNameXueyuan Weng
Education Group Limited
Comapany
April NameGolden Sun Education Group Limited
29, 2022
April 229, 2022 Page 2
Page
FirstName LastName
Approvals from the PRC Authorities to Issue Our Ordinary Shares to Foreign
Investors, page 6
2. We note your statements that "it is uncertain whether we or our PRC
subsidiaries will be
required to obtain approvals from the PRC government to offer
securities to foreign
investors in the future, and whether we would be able to obtain such
approvals" and that
"[i]f we are unable to obtain such approvals if required in the
future, or inadvertently
conclude that such approvals are not required then the value of our
Ordinary Shares may
depreciate significantly or become worthless." Please expand these
statements to include
approvals from the PRC government to conduct your operations.
PCAOB's Determinations on Public Accounting Firms Headquartered in Mainland
China and in
Hong Kong, page 7
3. Please revise to include a discussion of the AHFCAA.
Summary of Risk Factors, page 8
4. We note your response to our prior comment 5 and reissue. Please
revise this section to
provide specific cross-references for each of the risks discussed
under "Risks Relating to
Doing Business in the PRC" to the more detailed discussions of these
risks in the
prospectus. In this regard, the specific cross-references should
include the specific risk
factor title, as applicable, and associated page number.
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