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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Golden Sun Health Technology Group Ltd.

(Name of Issuer)

 

Class A ordinary shares, par value $0.0005 per share

(Title of Class of Securities)

 

G4013A107

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ☐ Rule 13d-1(b)
     
  ☐ Rule 13d-1(c)
     
  ☒ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. G4013A107 Page 1 of 6

 

1.

Names of Reporting Persons

 

Well Joy International Investment Limited 

2.

Check the Appropriate Box if a Member of a Group

 

(a) ☐

(b) ☐

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

British Virgin Islands

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

2,080,000*

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

2,080,000*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,080,000*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐

 

 

11.

Percent of Class Represented by Amount in Row (9)

 

13.82%**

12.

Type of Reporting Person

 

FI

 

*Represents 2,080,000 Class A ordinary shares held by Well Joy International Investment Limited as of December 31, 2023.

 

**Percentage of class is calculated based on 15,055,491 Class A ordinary shares.

 

 

 

 

CUSIP No. G4013A107 Page 2 of 6

 

1.

Names of Reporting Persons.

 

Peilin Ji

2.

Check the Appropriate Box if a Member of a Group

 

(a) ☐

(b) ☐

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

China

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

 5.

Sole Voting Power

 

0 

6.

Shared Voting Power

 

2,080,000*

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

2,080,000*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,080,000*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐

 

 

11.

Percent of Class Represented by Amount in Row (9)

 

13.82%**

12.

Type of Reporting Person

 

IN

 

*Represents 2,080,000 Class A ordinary shares indirectly held by Peilin Ji through Well Joy International Investment Limited as of December 31, 2023.

 

**Percentage of class is calculated based on 15,055,491 Class A ordinary shares.

 

 

 

 

CUSIP No. G4013A107 Page 3 of 6

 

ITEM 1.

 

(a) Name of Issuer: Golden Sun Health Technology Group Ltd.

 

(b) Address of Issuer’s Principal Executive Offices: 8th Floor, Administration Building, 390 East Tiyuhui Road, Hongkou District, China 

 

ITEM 2.

 

2(a) Name of Person Filing:

Well Joy International Investment Limited

Peilin Ji

 

The shares reported herein are directly held by Well Joy International Investment Limited. Peilin Ji is the sole shareholder of Well Joy International Investment Limited. Accordingly, Peilin Ji may be deemed to indirectly beneficially own the securities of the Issuer held by Well Joy International Investment Limited.

 

2(b) Address of Principal Business Office, or if None, Residence:

 

Address of Well Joy International Investment Limited: Room 101, No. 41, Shiguangsan Village, Yangpu District, Shanghai, China

 

Business address of Peilin Ji: Room 101, No. 41, Shiguangsan Village, Yangpu District, Shanghai, China

 

2(c) Citizenship:

Well Joy International Investment Limited: British Virgin Islands

Peilin Ji: China

 

2(d) Title of Class of Securities:

Class A ordinary shares, par value $0.0005 per share

 

2(e) CUSIP Number:

G4013A107

 

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

Not Applicable.

 

ITEM 4. OWNERSHIP.

 

The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.

 

 

 

 

CUSIP No. G4013A107 Page 4 of 6

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

Not applicable.

 

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Not applicable.

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

Not applicable.

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable.

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

ITEM 10. CERTIFICATIONS.

 

Not applicable.

 

 

 

 

CUSIP No. G4013A107 Page 5 of 6

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2024

 

  By: /s/ Peilin Ji
  Name: Peilin Ji
     
  Well Joy International Investment Limited
   
  By: /s/ Peilin Ji
  Name: Peilin Ji
  Title: Director

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

 

 

 

CUSIP No. G4013A107 Page 6 of 6

 

LIST OF EXHIBITS

 

Exhibit No.   Description
99.1   Joint Filing Agreement

 

 

 

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of $0.0005 per share, of Golden Sun Health Technology Group Ltd., a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2024.

 

  Well Joy International Investment Limited
   
  /s/ Peilin Ji
  Name:  Peilin Ji
  Title: Director
   
  /s/ Peilin Ji
  Name: Peilin Ji