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1、2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm1/227F-1/A 1 ea160759-f1a8_goldensun.htm AMENDMENT NO.8 TO FORM F-1As filed with the U.S.Securities and
2、Exchange Commission on May 31,2022.Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.8toFORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Golden Sun Education Group Limited(Exact name of registrant as specified in its charter)
3、Cayman Islands 8200 Not Applicable(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S.Employer Identification Number)Profit Huiyin Square North Building,Huashan 2018,Unit 1001,Xuhui District,Shanghai,China+86-(Addr
4、ess,including zip code,and telephone number,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies of all commu
5、nications,including communications sent to agent for service,should be sent to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC 48 Wall Street,Suite 1100 New York,NY 10005(212)530-2206David B.Manno,Esq.Huan Lou,Esq.Sichenzia Ross Ference LLP1185 Avenue of the Americas,31st FloorNew York,NY
6、10036(212)930-9700 Approximate date of commencement of proposed sale to the public:Promptly after the effective date of this registrationstatement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of
7、 1933 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame of
8、fering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering If this Form is a post-effective amendment fi
9、led pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 40
10、5 of the Securities Act of 1933 Emerging growth company 2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm2/227 If an emerging growth company that prepare
11、s its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act The Registrant hereby
12、amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act
13、 of 1933,as amended,or until theregistration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant tosuch Section 8(a),may determine.2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec
14、.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm3/227 The information in this prospectus is not complete and may be changed.We may not sell the securities until the registrationstatement filed with the U.S.Securities and Exchange Commission is effective.This prospectus
15、 is not an offer to sell thesesecurities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED May 31,2022 4,400,000 Class A Ordinary Shares Golden Sun Education Group Limited This i
16、s an initial public offering of our Class A ordinary shares,par value$0.0005 per share(“Class A Ordinary Shares”).We areoffering on a firm commitment basis our Class A Ordinary Shares.Prior to this offering,there has been no public market for ourClass A Ordinary Shares.We expect the initial public o
17、ffering price to be in the range of$4 to$5 per Class A Ordinary Share.Wehave reserved the symbol“GSUN”for purposes of listing our Class A Ordinary Shares on the Nasdaq Capital Market and appliedto list our Class A Ordinary Shares on the Nasdaq Capital Market.It is a condition to the closing of this
18、offering that the Class AOrdinary Shares qualify for listing on a national securities exchange.Our outstanding share capital consists of Class A Ordinary Shares and Class B ordinary shares,par value$0.0005 per share(“ClassB Ordinary Shares”).Holders of Class A Ordinary Shares and Class B Ordinary Sh
19、ares have the same rights except for voting andconversion rights.In respect of matters requiring the votes of shareholders,each Class A Ordinary Share is entitled to one vote,and each Class B Ordinary Share is entitled to five votes and is convertible into one Class A Ordinary Share at any time by t
20、heholder thereof.Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.The Class Bholders will be able to exercise approximately 60%of the total votes of our issued and outstanding share capital immediatelyfollowing the completion of this offering,assuming
21、the sale of 4,400,000 Class A Ordinary Shares,and excluding the effects of theexercise of the Underwriter Warrants and the over-allotment option.Investing in our Class A Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on p
22、age 17 to read about factors you should consider before buying our Class A OrdinaryShares.We are not a Chinese operating company,but rather a holding company incorporated in the Cayman Islands.As a holdingcompany with no material operations of our own,we conduct a substantial majority of our operati
23、ons through our operatingentities established in the Peoples Republic of China(or the“PRC”).The Class A Ordinary Shares offered in this prospectus areshares of the Cayman Islands holding company.Holders of our Class A Ordinary Shares do not directly own any equity interests inour Chinese operating s
24、ubsidiaries,but will instead own shares of a Cayman Islands holding company.The Chinese regulatoryauthorities could disallow our corporate structure,which would likely result in a material change in our operations and/or amaterial change in the value of our Class A Ordinary Shares,including that it
25、could cause the value of our Class A OrdinaryShares to significantly decline or become worthless.Unless otherwise stated,as used in this prospectus and in the context ofdescribing our operations and consolidated financial information,“we,”“us,”“Company,”or“our,”refers to Golden SunEducation Group Li
26、mited,a Cayman Island holding company.For a description of our corporate structure,see“Corporate Historyand Structure.”See also“Risk Factors Risks Relating to Our Corporate Structure.”2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.se
27、c.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm4/227 We are subject to legal and operational risks associated with being based in and having the majority of our operations in China.These risks may result in a material change in our operations,or a complete hindrance
28、of our ability to offer or continue to offerour securities to investors,and could cause the value of such securities to significantly decline or become worthless.Recently,thePRC government initiated a series of regulatory actions and statements to regulate business operations in China with little ad
29、vancenotice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companieslisted overseas using variable interest entity structure,and adopting new measures to extend the scope of cybersecurity reviews.OnJuly 6,2021,the General Office of the C
30、ommunist Party of China Central Committee and the General Office of the State Counciljointly issued an announcement to crack down on illegal activities in the securities market and promote the high-qualitydevelopment of the capital market,which,among other things,requires the relevant governmental a
31、uthorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over China-based companies listed overseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.On December 28,2021,theCyberspace Administr
32、ation of China(the CAC”),together with 12 other governmental departments of the PRC,jointlypromulgated the Cybersecurity Review Measures,which became effective on February 15,2022.The Cybersecurity ReviewMeasures requires that an online platform operator which possesses the personal information of a
33、t least one million users mustapply for a cybersecurity review by the CAC if it intends to be listed in foreign countries.As confirmed by our PRC counsel,Pacgate Law Firm,since we are not an online platform operator that possesses over one million users personal information,weare not subject to the
34、cybersecurity review with the CAC under the Cybersecurity Review Measures,and for the same reason,wewill not be subject to the network data security review by the CAC if the Draft Regulations on the Network Data SecurityAdministration(Draft for Comments)(the“Security Administration Draft”)are enacte
35、d as proposed.In addition,since 2021,the Chinese government has strengthened its anti-monopoly supervision,mainly in three aspects:(1)establishing the National Anti-Monopoly Bureau;(2)revising and promulgating anti-monopoly laws and regulations,including:the Anti-Monopoly Law(draft Amendment publish
36、ed on October 23,2021 for public opinions),the anti-monopoly guidelines forvarious industries,and the detailed Rules for the Implementation of the Fair Competition Review System;and(3)expanding theanti-monopoly law enforcement targeting Internet companies and large enterprises.As of the date of this
37、 prospectus,the Chinesegovernments recent statements and regulatory actions related to anti-monopoly concerns have not impacted our ability to conductbusiness,accept foreign investments,or list on a U.S.or other foreign exchange because neither the Company nor its PRCoperating entities engage in mon
38、opolistic behaviors that are subject to these statements or regulatory actions.Furthermore,the Chinese education sector has been going through a series of reforms and new laws and guidelines have beenrecently promulgated and released to regulate our industry.On September 1,2021,the revised Implement
39、ation Rules for the Lawfor Promoting Private Education of the PRC(the“Implementing Regulation”),which regulates the establishment,organization andoperation of private schools,teachers and educators,assets and financial management of schools,became effective.The revisedImplementing Regulation prohibi
40、ts private schools that provide compulsory education to be controlled by means of agreements orto enter into any transactions with any related parties.As of the date of this prospectus,the Company does not operate any privateschools that provide compulsory education;however,before September 2021,the
41、 Company had controlled and received theeconomic benefits from two private schools,or the two former variable interest entities(VIEs),that provided compulsoryeducation through a series of contractual arrangements(the“VIE Agreements”),to provide contractual exposure to foreigninvestment in Chinese-ba
42、sed companies where Chinese law prohibits direct foreign investment in the Chinese operatingcompanies,which practice is prohibited by the revised Implementation Regulation.Under United States generally acceptedaccounting principles(“U.S.GAAP”),the Company was deemed to have a controlling financial i
43、nterest in,and be the primarybeneficiary of,the VIEs for accounting purposes,because pursuant to the VIE Agreements,the operations of the VIEs were solelyfor the benefit of the Company,and the Company was deemed to be the primary beneficiary of the VIEs for accounting purposesand must consolidate th
44、e VIE.In order to be compliant with the revised Implementing Regulation,in September 2021,theCompany completed a reorganization to divest its operations of its two private schools(the“Reorganization”)and no longer uses aVIE structure.See“Prospectus Summary Recent Development The Reorganization”for m
45、ore details of the Reorganization.TheReorganization has materially and adversely impacted our operations and future prospects,as these two private schools hadrepresented a significant portion of our business and operations,which accounted for 32%and 45%of our total revenue for thefiscal years ended
46、September 30,2021 and 2020,respectively.2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm5/227 On July 24,2021,the general offices of the Communist Party
47、 of China Central Committee and the State Council jointly issued andreleased the Guideline to Significantly Reduce the Excessive Burden of Homework and After-school Tutoring for Students inPrimary and Middle Schools the(“Guideline”).The Guideline contains various requirements and restrictions relate
48、d to after schooltutoring services that teach academic subjects in compulsory education(“Academic AST Institutions”),including the requirementto register as non-profit schools,a prohibition on foreign ownership,a prohibition for listed companies on raising capital to investin Academic AST Institutio
49、ns,limitations as to when tutoring services on academic subjects may be provided,and fee standards.On July 28,2021,to further clarify the scope of academic subjects in Chinas compulsory education system,the PRC Ministry ofEducation issued a notice(the“Notice”).The Notice specifies that academic subj
50、ects include the following courses provided inaccordance with the learning content of the national curriculum standards:Morality and Law,Chinese Language,History,Geography,Mathematics,foreign languages(English,Japanese,and Russian),Physics,Chemistry and Biology.In accordance withthe Guideline and th
51、e Notice,the Company currently assesses that its tutorial centers do not provide academic subjects in Chinascompulsory education system and therefore are not subject to the above requirements and restrictions on Academic ASTInstitutions pursuant to the Guideline.(See“Regulations-Regulations Related
52、to Private Education 9.Guideline to SignificantlyReduce the Excessive Burden of Homework and After-school Tutoring for Students in Primary and Middle Schools”).As of thedate of this prospectus,the Guideline has not impacted the Companys ability to conduct its business,accept foreign investments,or l
53、ist on a U.S.or other foreign exchange;however,the Guideline may be expanded in the future to cover any aspect of ourbusiness or operations,which could materially and adversely impact our business and financial outlook.See“Risk Factors-RisksRelating to Doing Business in the PRC”and“Risk Factors-Risk
54、s Relating to Our Business.”Our Class A Ordinary Shares may be prohibited to trade on a national exchange or over-the-counter in the United States under theHolding Foreign Companies Accountable Act,if the PCAOB determines that it cannot inspect or fully investigate our auditors forthree consecutive
55、years beginning in 2021.As a result,an exchange may determine to delist our securities.On June 22,2021,theU.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,which,if signed into law,would decrease thenumber of non-inspection years for foreign companies to comply with PCAOB
56、audits from three to two,thus reducing the timeperiod before their securities may be prohibited from trading or delisted.On December 16,2021,the PCAOB issued a report on itsdeterminations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in
57、mainland China and in Hong Kong,a Special Administrative Region of the PRC,because of positions taken by PRC authorities inthose jurisdictions(the“Determination”).Our auditor,Friedman LLP,the independent registered public accounting firm that issuesthe audit report included elsewhere in this prospec
58、tus,is a PCAOB-registered public accounting firm headquartered in New York.Our auditor is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess auditorscompliance with the applicable professional standards,and has been inspected by the PCAOB on a reg
59、ular basis.As such,as of thedate of this prospectus,our auditor is not subject to the Determinations and our offering is not affected by the Holding ForeignCompanies Accountable Act and related regulations.However,there is a risk that our auditor cannot be inspected by the PCAOBin the future.The lac
60、k of inspection could cause trading in our securities to be prohibited under the Holding Foreign CompaniesAccountable Act,and,as a result,Nasdaq may determine to delist our securities,which may cause the value of our securities todecline or become worthless.See“Risk Factors-Risks Relating to Doing B
61、usiness in the PRC-The newly enacted HoldingForeign Companies Accountable Act and the Accelerating Holding Foreign Companies Accountable Act passed by the U.S.Senate,all call for additional and more stringent criteria to be applied to emerging market companies upon assessing thequalification of thei
62、r auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments couldadd uncertainties to our offering and listing on the Nasdaq Capital Market,and Nasdaq may determine to delist our securities ifthe PCAOB determines that it cannot inspect or fully investigate our au
63、ditor.”Cash dividends,if any,on our Class A Ordinary Shares will be paid in U.S.dollars.As of the date of this prospectus,(1)no cashtransfers nor transfers of other assets have occurred among the Company,its subsidiaries,and the former VIEs,(2)no dividendsnor distributions have been made by a subsid
64、iary or the former VIEs,and(3)the Company has not paid any dividends nor madeany distributions to U.S.investors.We intend to keep any future earnings to finance the expansion of our business,and we do notanticipate that any cash dividends will be paid in the foreseeable future,or any funds will be t
65、ransferred from one entity to another.As such,we have not installed any cash management policies that dictate how funds are transferred among Golden Sun Cayman,its subsidiaries,or investors.For further details,please refer to“PROSPECTUS SUMMARY-Selected Condensed ConsolidatedFinancial Schedule of Go
66、lden Sun Cayman and Its Subsidiaries and VIEs”,as well as the consolidated financial statementsincluded elsewhere in this registration statement.Under the Cayman Islands law,a Cayman Islands company may pay a dividendon its shares out of either profit or share premium amount,provided that in no circ
67、umstances may a dividend be paid if this wouldresult in the company being unable to pay its debts as they become due in the ordinary course of business.Under our currentcorporate structure,to fund any cash and financing requirements we may have,Golden Sun Cayman Education Group Limited(“Golden Sun C
68、ayman”)may rely on dividend payments from its PRC operating subsidiaries,Wenzhou Golden Sun EducationDevelopment Co.,Ltd.(“Golden Sun Wenzhou”)and its subsidiaries,which may make distribution of such payments to HongkongJintaiyang International Education Holding Group(“Golden Sun Hong Kong”)and then
69、 to Golden Sun Cayman as dividends,subject to certain restrictions and limitations imposed by the PRC government.Under existing PRC foreign exchange regulations,payment of current account items,such as profit distributions and trade andservice-related foreign exchange transactions,can be made in for
70、eign currencies without prior approval from the State2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm6/227Administration of Foreign Exchange,or the SAFE
71、,by complying with certain procedural requirements.Therefore,our PRCsubsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE,subject to the condition thatthe remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign
72、exchange regulations,such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders whoare PRC residents.Approval from,or registration with,appropriate government authorities is,however,required where the RMB isto be converted into foreig
73、n currency and remitted out of China to pay capital expenses such as the repayment of loansdenominated in foreign currencies.The PRC government may also at its discretion restrict access in the future to foreigncurrencies for current account transactions.Current PRC regulations permit our PRC subsid
74、iaries to pay dividends to the Companyonly out of their accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.As ofthe date of this prospectus,there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capitalwithin
75、,into and out of Hong Kong(including funds from Hong Kong to the PRC),except for transfer of funds involving moneylaundering and criminal activities.See“Risk Factors-Risks Relating to Doing Business in the PRC-To the extent cash or assetsof our business,or of our PRC or Hong Kong subsidiaries,is in
76、PRC or Hong Kong,such cash or assets may not be available tofund operations or for other use outside of the PRC or Hong Kong,due to interventions in or the imposition of restrictions andlimitations by the PRC government to the transfer of cash or assets.”We are an“emerging growth company”as defined
77、under the federal securities laws and will be subject to reduced public companyreporting requirements.Please read the disclosures beginning on page 11 of this prospectus for more information.2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:
78、/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm7/227 Following the completion of this offering,our largest shareholder,Mr.Xueyuan Weng,who is also the CEO and the chairman ofthe board of directors of the Company,will beneficially own approximately 60%of the ag
79、gregate voting power of our issued andoutstanding Class A Ordinary Shares and Class B Ordinary Shares assuming no exercise of the over-allotment option,orapproximately 59%assuming full exercise of the over-allotment option.Mr.Weng will have the ability to control the outcome ofmatters submitted to o
80、ur shareholders for approval,including the election of our directors and the approval of change in controltransactions,with the exception of any special resolutions,as such term is defined in the amended and restated memorandum andarticles of association of the Company,that require passage by a majo
81、rity of not less than two-thirds of shareholders who areeligible to vote.As such,we will be deemed a“controlled company”under Nasdaq Marketplace Rules 5615(c).However,even ifwe are deemed as a“controlled company,”we do not intend to avail ourselves of the corporate governance exemptions afforded toa
82、“controlled company”under the Nasdaq Marketplace Rules.See“Risk Factors”and“ManagementControlled Company.”Per Class A OrdinaryShare TotalWithout Over-Allotment Option Total With Over-Allotment Option Initial public offering price$4.5$19,800,000$22,770,000 Underwriters discounts(1)$0.42$1,833,000$2,0
83、85,450 Proceeds to our company before expenses(2)$4.08$17,967,000$20,684,550 (1)See“Underwriting”in this prospectus for more information regarding our arrangements with the Underwriter.(2)The total estimated expenses related to this offering are set forth in“UnderwritingDiscounts and Expenses.”This
84、offering is being conducted on a firm commitment basis.The Underwriter is obligated to take and pay for all of the Class AOrdinary Shares if any such Class A Ordinary Shares are taken.We have granted the Underwriter an option for a period of 45 daysafter the closing of this offering to purchase up t
85、o 15%of the total number of the Class A Ordinary Shares to be offered by uspursuant to this offering(excluding Class A Ordinary Shares subject to this option),solely for the purpose of covering over-allotments,at the public offering price less the underwriting discounts.If the Underwriter exercises
86、the option in full,the totalunderwriting discounts payable will be$2,085,450 based on an assumed offering price of$4.5 per Class A Ordinary Share,and thetotal gross proceeds to us,before underwriting discounts and expenses,will be$20,684,550.We have agreed to issue to the Underwriter share purchase
87、warrants,exercisable from the date of commencement of sales of thisoffering for a period of five years after such date,to purchase Class A Ordinary Shares equal to 7.5%of the total number of ClassA Ordinary Shares sold in this offering,exercisable at a per share price equal to 130%of the public offe
88、ring price(the“Underwriters Warrants”).The registration statement of which this prospectus is a part covers the Class A Ordinary Sharesissuable upon the exercise thereof.The Underwriter expects to deliver the Class A Ordinary Shares against payment as set forth under“Underwriting,”on or about,2022.N
89、either the Securities and Exchange Commission nor any state securities commission nor any other regulatory body hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation tothe contrary is a criminal offense.Network 1 Financial Securiti
90、es,Inc.Prospectus dated ,2022.2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm8/227 TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 RISK FACTORS 17 DISCLOSU
91、RE REGARDING FORWARD-LOOKING STATEMENTS 49 ENFORCEABILITY OF CIVIL LIABILITIES 50 USE OF PROCEEDS 51 DIVIDEND POLICY 52 CAPITALIZATION 53 DILUTION 54 CORPORATE HISTORY AND STRUCTURE 55 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 57 INDUSTRY 68 BUSINESS 74 REGUL
92、ATIONS 90 MANAGEMENT 101 PRINCIPAL SHAREHOLDERS 107 RELATED PARTY TRANSACTIONS 110 DESCRIPTION OF SHARE CAPITAL 112 SHARES ELIGIBLE FOR FUTURE SALE 129 MATERIAL INCOME TAX CONSIDERATION 131 UNDERWRITING 141 EXPENSES RELATING TO THIS OFFERING 145 LEGAL MATTERS 146 EXPERTS 146 WHERE YOU CAN FIND ADDIT
93、IONAL INFORMATION 146 INDEX TO FINANCIAL STATEMENTS F-1 i2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm9/227 About this Prospectus We and the Underwri
94、ter have not authorized anyone to provide any information or to make any representations other than thosecontained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you.We take no responsibility for,and can provide no assurance as to
95、the reliability of,any other information that others may give you.This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby,but only under circumstances and injurisdictions where it is lawful to do so.We are not making an offer to sell these securities in any jurisdiction w
96、here the offer orsale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is notpermitted to make such offer or sale.For the avoidance of doubt,no offer or invitation to subscribe for Class A Ordinary Shares ismade to the public in the
97、Cayman Islands.The information contained in this prospectus is current only as of the date on the frontcover of the prospectus.Our business,financial condition,results of operations,and prospects may have changed since that date.Conventions that Apply to this Prospectus Unless otherwise indicated or
98、 the context requires otherwise,references in this prospectus to:“Affiliated Entities”are to our subsidiaries,Golden Sun Shanghai(prior to the Reorganization)and Golden Sun HongKong,and their respective subsidiaries and schools,and to our VIEs(prior to the Reorganization);“China”or the“PRC”are to th
99、e Peoples Republic of China;“Chongwen Middle School”are to Wenzhou City Longwan District Chongwen Middle School,which we controlled priorto the Reorganization via an entrustment agreement among Chongwen Middle School,Golden Sun Shanghai and Mr.Xueyuan Weng,as well as a Concerted Action Agreement amo
100、ng two of Chongwen Middle Schools sponsors and therepresentative of its employees;“Class A Ordinary Shares”are to our Class A ordinary shares,par value$0.0005 per share;“Class B Ordinary Shares”are to our Class B ordinary shares,par value$0.0005 per share;“compulsory education”are to the nine years
101、of education mandated by the PRC,consisting of six years of primaryeducation and three years of secondary education;“Double First Class University Plan”are to“The World First Class University”and“First Class Academic DisciplineConstruction”combined,a tertiary education development initiative designe
102、d by the PRC government in 2015 aiming tocomprehensively develop elite Chinese universities and their individual faculty departments into world-class institutionsby the end of 2050;“Gaokao”are to Chinas standardized college entrance examination;“Golden Sun Cayman”are to Golden Sun Education Group Li
103、mited,an exempted company with limited liabilityincorporated under the laws of the Cayman Islands;“Golden Sun Hong Kong”are to the wholly owned subsidiary of Golden Sun Cayman,Hongkong Jintaiyang InternationalEducation Holding Group,a Hong Kong private limited company;“Golden Sun Shanghai”are to Sha
104、nghai Golden Sun Education Group Co.,Limited,a Hong Kong private limitedcompany,which was Golden Sun Caymans wholly owned subsidiary prior to the Reorganization;“Golden Sun Wenzhou”are to the wholly owned subsidiary of Golden Sun Hong Kong,Wenzhou Golden Sun EducationDevelopment Co.,Ltd.,a PRC limit
105、ed liability company;“Gongyu Education”are to the wholly owned subsidiary of Golden Sun Wenzhou,Shanghai Golden Sun GongyuEducation Technology Co.,Ltd.,a PRC limited liability company;“Group”are to our Company and Affiliated Entities as a whole;“Hongkou Tutorial”are to a tutorial center operated by
106、Xianjin Technology;previously,“Hongkou Tutorial”were toShanghai Hongkou Practical Foreign Language Tutorial School,which ceased operation and transferred its existingbusiness to Xianjin Technology in December 2021;2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f
107、1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm10/227“Hangzhou Jicai”are to Hangzhou Jicai Tutorial School Co.,Ltd.;“Industry Report”are to the industry report of Frost&Sullivan International Limited commissioned by us entitled“Independe
108、nt Market Study on Chinas Non-English foreign Language Training and Zhongkao,Gaokao Training MarketStudy”,which is included hereto as Exhibit 99.4 of this registration statement;“Jicai Tutorial”are to Hangzhou Jicai and Shanghai Jicai,collectively,which schools are operated under one brand andunder
109、one management team,but each of Hangzhou Jicai and Shanghai Jicai are registered as separate legal entities intwo different cities;ii2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/000040
110、8/ea160759-f1a8_goldensun.htm11/227 “Key Universities”are to universities in China that are included in Project 211,Project 985 and Double First ClassUniversity Plan and that receive a high level of support from the Chinese government;“Lilong Logistics”are to the wholly owned subsidiary of Golden Su
111、n Wenzhou,Wenzhou Lilong Logistics Services Co.,Ltd.,a PRC limited liability company;“MOE”are to the Ministry of Education of the PRC;“partner-schools”are to high schools that Qingshang Education partners with to provide students on-site non-Englishforeign languages services;“Project 211”are to a pr
112、oject initiated in 1995 by the MOE with the intent of raising the research standards of high-leveluniversities and cultivating strategies for socio-economic development;“Project 985”are to a project first announced in 1998 to promote the development and reputation of the Chinese highereducation syst
113、em by founding world-class universities in the 21st century,involving both national and local PRCgovernments allocating large amounts of funding to certain universities;“Ouhai Art School”are to Wenzhou City Ouhai District Art School,which we controlled prior to the Reorganization via aseries of cont
114、ractual arrangements between Ouhais shareholders and Golden Sun Wenzhou;“Qinshang Education”are to the wholly owned subsidiary of Golden Sun Wenzhou,Zhouzhi Culture,Shanghai QinshangEducation Technology Co.,Ltd.,a PRC limited liability company;“secondary schools”are to middle and high schools;“Shang
115、hai Jicai”are to Shanghai Yangpu District Jicai Tutorial School;“shares,”“Shares,”or“Ordinary Shares”are to the ordinary shares of Golden Sun Cayman,par value$0.0005 per shareand.conditioned upon and effective immediately prior to the completion of this offering,collectively,our Class AOrdinary Shar
116、es and Class B Ordinary Shares;“U.S.dollars,”“$,”and“dollars”are to the legal currency of the United States;“VIE”are to variable interest entity;“VIEs”are to the former variable interest entities,Ouhai Art School and Chongwen Middle School;“we,”“us,”“our Company,”or the“Company”are to Golden Sun Cay
117、man;“WFOE”are to wholly foreign-owned enterprise;“Xianjin Technology”are to Shanghai Xianjin Technology Development Co.,Ltd.,a PRC limited liability company;“Yangfushan Tutorial”are to Wenzhou City Ouhai District Yangfushan Culture Tutorial Center;“Yangtze River Delta”is a triangle-shaped megalopoli
118、s comprising areas of Shanghai,southern Jiangsu province andnorthern Zhejiang province;“Zhongkao”are to Chinas standardized high school entrance examination;and “Zhouzhi Culture”are to the wholly owned subsidiary of Gongyu Education,Shanghai Zhouzhi Culture DevelopmentCo.,Ltd.,a PRC limited liabilit
119、y company.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the Underwriter of its over-allotment option.Unless expressly indicated herein to the contrary,all references to share amounts in this prospectus give retroactive effect to shareconsolidations,
120、the last of which was effected on September 30,2021.2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm12/227Our business is conducted by our PRC operating
121、 subsidiaries,using Renminbi(“RMB”),the currency of China.Our consolidatedfinancial statements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities inour consolidated financial statements in U.S.dollars.These dollar references are based on the ex
122、change rate of RMB to U.S.dollars,determined as of a specific date or for a specific period.Changes in the exchange rate will affect the amount of ourobligations and the value of our assets in terms of U.S.dollars which may result in an increase or decrease in the amount of ourobligations(expressed
123、in dollars)and the value of our assets,including accounts receivable(expressed in dollars).iii2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm13/227 PRO
124、SPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information andfinancial statements included elsewhere in this prospectus.In addition to this summary,we urge you to read the entireprospectus carefully,especially the risks
125、 of investing in our Class A Ordinary Shares,discussed under“Risk Factors,”beforedeciding whether to buy our Class A Ordinary Shares.We are not a Chinese operating company,but rather a holding company incorporated in the Cayman Islands.Our Class AOrdinary Shares offered in this prospectus are shares
126、 of our Cayman Islands holding company.As a holding company with nomaterial operations of our own,we conduct our operations through our operating entities established in the PRC.We are a leading provider of Spanish tutorial services in China in 2019,according to the Industry Report.Established in 19
127、97and headquartered in Shanghai,China,we have over twenty years of experience providing educational services that focus onthe development of each of our students strengths and potential,and the promotion of life-long skills and interests in learning.Prior to the Reorganization,we operated one premiu
128、m primary private school and one premium secondary private schoolthrough two VIEs,in addition to our current operations that include tutorial centers for children and adults,one educationalcompany that partners with high schools to offer language classes to their students,and one logistics company t
129、hat provideslogistic and consulting services.Since the Reorganization,we no longer operate primary or secondary private schools and nolonger use a VIE structure.Recent Development The Reorganization On September 1,2021,the revised Implementing Regulation became effective.The revised Implementing Reg
130、ulation prohibitsprivate schools that provide compulsory education to be controlled by means of agreements or to enter into any transactionswith any related parties.Until September 2021,the Company had controlled and received economic benefits from the VIEs,Ouhai Art School and Chongwen Middle Schoo
131、l,two private schools that provide compulsory education,through a series ofcontractual arrangements(the“VIE Agreements”)to provide contractual exposure to foreign investment in Chinese-basedcompanies,where Chinese law prohibits direct foreign investment in Chinese operating companies.In order to bec
132、omecompliant with the revised Implementing Regulation,in September 2021,the Company completed a reorganization to divest itsoperations of Ouhai Art School and Chongwen Middle School.Through the Reorganization,(1)the Company sold all of itsshares in Golden Sun Shanghai(the entity that controls Chongw
133、en Middle School through contractual arrangements);and(2)Golden Sun Wenzhou,one of the Companys subsidiaries,terminated its VIE Agreements with Ouhai Art School.As a result ofthe foregoing,neither the Company nor any of its subsidiaries controls or receives economic benefits from any private schools
134、that provide compulsory education,and,as of the date of this prospectus,we believe the Company and its subsidiaries arecompliant with the revised Implementing Regulation.All discussions in this prospectus relating to the Companys operation ofQuhai Art School or Chongwen Middle School are provided fo
135、r historical context only.For the fiscal years ended September 30,2021 and 2020,the revenues generated by the VIEs accounted for approximately 32%and 45%of our total revenue,respectively.The divestures of the VIEs,which represent a strategic shift that has a major effecton the Companys operations an
136、d financial results,triggers discontinued operations accounting in accordance with ASC 205-20-45,and resulted in the VIEs being considered as discontinued operations.The assets and liabilities related to thediscontinued operations were retroactively classified as assets/liabilities of discontinued o
137、peration in the consolidated financialstatements for the periods presented,while results of operations related to the discontinued operations were retroactivelyreported as income(loss)from discontinued operations in the consolidated financial statements for the periods presented.Please refer to the
138、financial statements included in this registration statement for more details.12022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm14/227 Corporate Structur
139、e We are a Cayman Islands exempted company incorporated on September 20,2018.Exempted companies are Cayman Islandcompanies conducting business mainly outside the Cayman Islands and,as such,are exempted from complying with certainprovisions of the Companies Act(2021 Revision).The following diagram il
140、lustrates our corporate structure upon completion of this offering based on a proposed number of4,400,000 Class A Ordinary Shares being offered,assuming no exercise of the over-allotment,and 13,000,000 Ordinary Shares,including 8,970,000 Class A Ordinary Shares and 4,030,000 Class B Ordinary Shares,
141、issued and outstanding as of the date ofthis prospectus.For more details on our corporate history,please refer to“Corporate History and Structure.”22022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/00
142、00408/ea160759-f1a8_goldensun.htm15/227 Primary and Secondary Education Services Provided by the VIEs prior to the Reorganization Prior to the Reorganization,the VIEs,Ouhai Art School and Chongwen Middle School,operated premium primary andsecondary private schools in China.Neither we nor
143、our subsidiaries owned any equity interest in the VIEs.Instead,wecontrolled and received the economic benefits of the VIEs business operations through a series of contractual arrangements,also known as VIE Agreements.Under U.S.GAAP,the Company was deemed to have a controlling financial interest in,a
144、nd bethe primary beneficiary of,the VIEs,for accounting purposes,because pursuant to the VIE Agreements,the operations of theVIEs were solely for the benefit of the Company.As such,we consolidated the financial results of the VIEs in the consolidatedfinancial statements in accordance with U.S.GAAP f
145、or the fiscal years ended September 30,2021 and 2020.Tutorial Services Our China-based subsidiary,Golden Sun Wenzhou,and its subsidiaries,operate tutorial centers in China.For fiscal years endedSeptember 30,2021 and 2020,90%and 88%of our total revenue(excluding revenues from discontinued operations)
146、wasgenerated from our tutorial centers,respectively.Each of our centers focuses on different groups of targeted students byoffering different tutorial programs.Yangfushan Tutorial offers a Gaokao repeater tutorial program to high school students who retake Gaokao.Yangfushan Tutorial is also entruste
147、d to offer high school program education to students of the Central Radio&Television Secondary Specialized School located in Wenzhou City,China.Hongkou Tutorial offers various English and other foreign language tutorial programs and Gaokao and Zhongkaorepeater tutorial programs to individual student
148、s as well as companies and other organizations.Jicai Tutorial offers non-English foreign language tutorial programs to individual students,companies and otherorganizations.Our programs offered to repeaters are specifically targeting the upcoming Gaokao or Zhongkao.As for foreign languagetutoring,we
149、offer English,Spanish,German,French and Japanese courses to students who intend to study abroad,individualsseeking jobs that require certain proficiency in these languages,and companies or organizations whose workers need to havecertain proficiency in these languages.32022/12/13https:/www.sec.gov/Ar
150、chives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm16/227 In addition to tutorial programs offered by our tutorial centers,Qinshang Education,our China-based subsidiary established inDec
151、ember 2019,partners with high schools to provide non-English foreign language(Spanish and French as secondarylanguage)tutoring services to their students.As of May 2022,Qinshang Education worked with 62 partner-schools servingapproximately 2,732 students in seven provinces in China.Revenue from Qins
152、hang Education increased by approximately$4.4million for the fiscal years ended September 30,2021,compared to the fiscal year ended September 30,2020.For the fiscalyears 2021 and 2020,revenue generated by Qingshang Education accounted for 31.73%,and 4.74%,respectively,of our totalrevenue(excluding r
153、evenues from the discontinued operations).We believe that more Gaokao participants may choose non-English foreign language as a subject in Gaokao.Due to our strength and reputation in offering non-English foreign languagecourses to Gaokao participants,we expect Qinshang Educations business to contin
154、ue to grow in the near future Revenues from providing tutorial programs at our tutorial centers and language training program,primarily consists of tutorialfees and,in some instances,of room and board fees as well.Logistics and Consulting Services Additionally,since December 2019,we started generati
155、ng a small percentage of our revenue from providing logistics andconsulting services through one logistics company,Lilong Logistics.As of the date of this prospectus,we have entered intoservice agreement with six customers.For the fiscal years 2021 and 2020,we generated$1,508,930 and$907,508 in reve
156、nuefrom providing logistic and consulting services.Our Geographic Coverage Our tutorial centers span over four locations across Wenzhou city and Hangzhou city in Zhejiang province,and Shanghai city,China.The following map illustrates the geographic locations of our tutorial centers,as well as high p
157、artner-schools thatQinshang Education provides on-site non-English foreign languages services,as of the date of this prospectus:Our tutorial centers Our partner-schools Our Past Performance The following discussion of our historical performance does not include revenues from the discontinued operati
158、ons,whichwere divested as a result of the Reorganization.42022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm17/227 Revenue increased by approximately$7.3
159、million,or 94%,to approximately$15.0 million for the year ended September 30,2021 from approximately$7.7 million for the year ended September 30,2020.The increase in revenue was mainly due to anincrease of approximately$6.7 million in tutorial services revenue in fiscal year 2021.Our net income was
160、approximately$2.2million for the year ended September 30,2021,representing an increase of approximately$2.1 million from net income ofapproximately$0.05 million for the year ended September 30,2020.We had a net income from continuing operation ofapproximately$1.3 million for the year ended September
161、 30,2021,and a net loss from continuing operation of approximately$0.1 million for the year ended September 30,2020.The following table sets forth the breakdown of our revenue and netincome for the year ended September 30,2021 and 2020.For theFiscal Year Ended September 30,2021 For theFiscal Year En
162、dedSeptember 30,2020 Tutorial services$13,518,061$6,827,677 Logistic and Consulting Services 1,508,930 907,508 Total revenues 15,026,991 7,735,185 Net income(loss)from continuing operation 1,306,360 (145,568)Net income from discontinued operations 855,040 200,489 Net income$2,161,400$54,921 Due to t
163、he impact of the COVID-19 pandemic,our revenue decreased to$7.7 million for the year ended September 30,2020from$8.4 million for the year ended September 30,2019.Our net income amounted to approximately$0.05 million and$3.5million for the year ended September 30,2020 and 2019,respectively.We had a n
164、et loss from continuing operation ofapproximately$0.1 million for the year ended September 30,2020,and net income from continuing operation of approximately$1.6 million for the year ended September 30,2019.The following table sets forth the breakdown of our revenue and netincome for the years ended
165、September 30,2020 and 2019.For the Fiscal Year Ended September 30,2020 For the Fiscal Year Ended September 30,2019 Tutorial services$6,827,677$7,927,196 Logistic and Consulting Services 907,508 482,868 Total revenues 7,735,185 8,410,064 Net income(loss)from continuing operation (145,568)1,600,362 Ne
166、t income from discontinued operations 200,489 1,908,897 Net income$54,921$3,509,259 The PRC Education Industry The education sector in China is fast evolving,highly fragmented and competitive,and is subject to government regulations.Currently,the Chinese education sector is going through a series of
167、 reforms and new laws and guidelines have been recentlypromulgated and released to regulate our industry.Pursuant to the Law of the Peoples Republic of China on the Promotion of Privately-run Schools amended in 2016 and furtheramended in 2018,private schools are designated as for-profit and not-for-
168、profit,and the main difference between a for-profitschool and a not-for-profit school is whether the sponsor can obtain proceeds from school operation.The sponsor of a not-for-profit school shall not receive proceeds from school operation,and the cash surplus of the school shall be reinvested in the
169、school for its operation.The sponsor of a for-profit private school may receive proceeds from school operation,and the cashsurplus of the school shall be disposed of in accordance with the Company Law of the PRC(the“Company Law”)and otherrelevant laws and administrative regulations.Furthermore,the m
170、easures for the collection of fees by not-for-profit schools shallbe formulated by the peoples government of various provinces,autonomous regions and centrally-administratedmunicipalities,and the charging criteria of for-profit schools are subject to market and shall be determined by the schoolsthem
171、selves.For the purposes of this law,among all of our operating entities that are established as“schools”,which require2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8
172、_goldensun.htm18/227special permit and are subject to the regulations of local education bureaus,Hangzhou Jicai is registered as a for-profit school,while Yangfushan Tutorial and Shanghai Jicai are registered as not-for-profit schools.To date,local government regulations ofZhejiang and Shanghai,wher
173、e our not-for-profit schools are located,have generally allowed school sponsors autonomy inschool operations,including autonomy in pricing of tuition fees.Accordingly,local governments in Shanghai and Zhejianghave not directly interfered with the determination of pricing of tuition fees of our not-f
174、or-profit schools,and we are able tocharge fees based on market conditions.As such,to date,the companys business,operations and revenue have not beenaffected by the designation of“for-profit”or“not-for-profit”.For fiscal years 2020 and 2021,excluding revenues from thediscontinued operations,we gener
175、ated$1,389,770 and$6,453,117,or 18%and 43%of total revenues,from our“for-profit”entities,and$6,345,415 and$8,573,874,or 82%and 57%of total revenues,from our“not-for-profit”entities,respectively.However,if local governments start to impose restrictions on the charging criteria for the collection of t
176、uition fees by not-for-profit schools,then the revenue of our not-for-profit schools could be negatively affected.See“Risk Factors Risks Relating toOur Business Our business and results of operations mainly depend on the level of tuition fees we are able to charge and ourability to maintain and rais
177、e tuition fees.”52022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm19/227 On September 1,2021,the revised Implementing Regulation became effective.The Imp
178、lementing Regulation prohibits privateschools that provide compulsory education to be controlled by means of agreements or to enter into any transactions with anyrelated parties.Until September 2021,the Company had controlled and received the economic benefits from two privateschools that provide co
179、mpulsory education through the VIE Agreements to provide contractual exposure to foreign investmentin Chinese-based companies where Chinese law prohibits direct foreign investment in the Chinese operating companies.UnderU.S.GAAP,the Company was deemed to have a controlling financial interest in,and
180、be the primary beneficiary of,the VIEsfor accounting purposes,because pursuant to the VIE Agreements,the operations of the VIEs were solely for the benefit of theCompany,and the Company was deemed to be the primary beneficiary of the VIEs for accounting purposes and mustconsolidate the VIEs.In order
181、 to become compliant with the Implementing Regulation,in September 2021,the Companycompleted the“Reorganization and no longer uses a VIE structure.See“Prospectus Summary Recent Development-TheReorganization”for more details of the Reorganization.The Reorganization has materially and adversely impact
182、ed ouroperations and future prospects,as these two private schools had represented a significant portion of our business andoperations.On July 24,2021,the general offices of the Communist Party of China Central Committee and the State Council jointly issuedthe Guideline to Significantly Reduce The E
183、xcessive Burden of Homework and After-school Tutoring for Students in Primaryand Middle Schools the(“Guideline”).The Guideline contains various requirements and restrictions related to after schooltutoring services that teach academic subjects in compulsory education(“Academic AST Institutions”),inc
184、luding a requirementto register as a non-profit school,a prohibition on foreign ownership,a prohibition for listed companies on raising capital toinvest in Academic AST Institutions,limitations as to when tutoring services on academic subjects may be provided,and feestandards.On July 28,2021,to furt
185、her clarify the scope of academic subjects in Chinas compulsory education system,the PRCMinistry of Education issued a notice(the“Notice”).The Notice specifies that academic subjects include the following coursesprovided in accordance with the learning content of the national curriculum standards:Mo
186、rality and Law,Chinese Language,History,Geography,Mathematics,foreign languages(English,Japanese,and Russian),Physics,Chemistry and Biology.Inaccordance with the Guideline and the Notice,the Company has determined that its tutorial centers do not presently provideacademic subjects in Chinas compulso
187、ry education system and,therefore,such tutorial centers are not subject to the aboverequirements and restrictions on Academic AST Institutions.(See“Regulations-Regulations Related to Private Education 9.Guideline to Significantly Reduce the Excessive Burden of Homework and After-school Tutoring for
188、Students in Primary andMiddle Schools”).As of the date of this prospectus,the Guideline has not impacted the Companys ability to conduct itsbusiness,accept foreign investments,or list on a U.S.or other foreign exchange;however,the Guideline may be expanded inthe future to cover any aspect of our bus
189、iness or operations,which could materially and adversely impact our business andfinancial outlook.For further discussion,please see“Risk Factors-Risks Relating to Our Business-New legislation or changes in the PRCregulatory requirements regarding private education have affected,and may further affec
190、t,our business operations andprospects materially and adversely.”Approvals from the PRC Authorities to Issue Our Ordinary Shares to Foreign Investors As of the date of this prospectus,our PRC counsel has advised us that we or our PRC subsidiaries(1)are not required to obtainapprovals from any PRC au
191、thorities to issue our Ordinary Shares to foreign investors,(2)are not subject to approvalrequirements from the China Securities Regulatory Commission(the“CSRC”),the CAC,or any other entity to approve ouroperations,and(3)have not been denied such permissions by any PRC authorities.Nevertheless,the G
192、eneral Office of theCentral Committee of the Communist Party of China and the General Office of the State Council jointly issued the“Opinionson Severely Cracking Down on Illegal Securities Activities According to Law,”or the“Opinions”,which were made availableto the public on July 6,2021.The Opinion
193、s emphasized the need to strengthen the administration over illegal securitiesactivities,and the need to strengthen the supervision over overseas listings by Chinese companies.The Cybersecurity Review Measures,which became effective on February 15,2022,provides that,in addition to criticalinformatio
194、n infrastructure operators(“CIIOs”)that intend to purchase Internet products and services,data processing operatorsengaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by theCybersecurity Review Office of the PRC.According to the
195、Cybersecurity Review Measures,a cybersecurity review assessespotential national security risks that may be brought about by any procurement,data processing,or overseas listing.TheCybersecurity Review Measures further requires that CIIOs and data processing operators that possess personal data of at
196、leastone million users must apply for a review by the Cybersecurity Review Office of the PRC before conducting listings in foreigncountries.As of the date of this prospectus,we have not received any notice from any authorities identifying any of our PRCsubsidiaries as a CIIOs or requiring us to go t
197、hrough cybersecurity review or network data security review by the CAC.Webelieve our PRC operations will not be subject to cybersecurity review by the CAC for this offering,because our PRCsubsidiaries are not CIIOs or data processing operators with personal information of more than 1 million users.T
198、here remainsuncertainty,however,as to how the Cybersecurity Review Measures will be interpreted or implemented and whether the PRCregulatory agencies,including the CAC,may adopt new laws,regulations,rules,or detailed implementation and interpretation2022/12/13https:/www.sec.gov/Archives/edgar/data/1
199、826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm20/227related to the Cybersecurity Review Measures.For further details,see“Risk Factors-Risks Relating to Doing Business in thePRC-Recent greater oversigh
200、t by the CAC over data security,particularly for companies seeking to list on a foreign exchange,could adversely impact our business and our proposed offering.”On December 24,2021,the CSRC released the Regulations of the State Council on the Administration of the OverseasIssuance and Listing of Secu
201、rities by Domestic Enterprises(Draft for Comment)and Administrative Measures for theRecordation of Overseas Issuance and Listing of Securities by Domestic Enterprises(Draft for Comment)for public opinion,and if they become law,will require Chinese companies applying to list on overseas exchanges to
202、report and file certaindocuments with the CSRC within three working days after submitting listing applications and subsequent amendments.Giventhe current PRC regulatory environment,it is uncertain whether we or our PRC subsidiaries will be required to obtain approvalsfrom the PRC government to offer
203、 securities to foreign investors in the future,and whether we would be able to obtain suchapprovals.If we are unable to obtain such approvals if required in the future,or inadvertently conclude that such approvals arenot required then the value of our Class A Ordinary Shares may depreciate significa
204、ntly or become worthless.See“RiskFactors-Risks Relating to Doing Business in the PRC-The Chinese government exerts substantial influence over the mannerin which we must conduct our business and may intervene or influence our operations at any time,which actions have recentlyresulted in a material ch
205、ange in our operations,as we had to divest our operation of Quhai Art School and Chongwen MiddleSchool,and which actions could further impact our operations materially and adversely,and significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and caus
206、e the value of our Class A Ordinary Shares tosignificantly decline or be worthless”62022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm21/227 Approvals fro
207、m the PRC Authorities to Conduct Our Operations As of the date of this prospectus,we and our PRC subsidiaries have received from the PRC authorities all requisite licenses,permissions,or approvals that are required for conducting our operations in China,such as business licenses,private schooloperat
208、ion permits,certificates of registration for a privately operated non-enterprise entity for not-for-profit private schools,certificates of registration for-profit private schools.However,it is uncertain whether we or our PRC subsidiaries will berequired to obtain additional approvals,licenses,or per
209、mits in connection with our business operations pursuant to evolvingPRC laws and regulations,and whether we would be able to obtain and renew such approvals on a timely basis or at all.Failingto do so could result in a material change in our operations,and the value of our Class A Ordinary Shares co
210、uld depreciatesignificantly or become worthless.See“Risk Factors-Risks Relating to Our Business-We are subject to various approvals,licenses,permits,registrations and filings for our education and other services in the PRC.”Dividends and Distributions Under the Cayman Islands law,a Cayman Islands co
211、mpany may pay a dividend on its shares out of either profit or sharepremium amount,provided that in no circumstances may a dividend be paid if this would result in the company being unable topay its debts due in the ordinary course of business.As of the date of this prospectus,(1)no cash transfer or
212、 transfer of otherassets have occurred among the Company,its subsidiaries,and the former VIEs,(2)no dividends or distributions have beenmade by a subsidiary or the former VIEs,and(3)the Company has not made any dividends or distributions to U.S.investors.We intend to keep any future earnings to fina
213、nce the expansion of our business,and we do not anticipate that any cashdividends will be paid in the foreseeable future,or any funds will be transferred from one entity to another.As such,we havenot installed any cash management policies that dictate how funds are transferred among Golden Sun Cayma
214、n,its subsidiaries,or investors.Our PRC operating entities receive substantially all of our revenue in RMB.Under our current corporate structure,to fund anycash and financing requirements we may have,Golden Sun Cayman may rely on dividend payments from its PRC operatingsubsidiaries,Golden Sun Wenzho
215、u and its subsidiaries,which may make distribution of such payments to Golden Sun HongKong and then to Golden Sun Cayman as dividends.Under existing PRC foreign exchange regulations,payment of current account items,such as profit distributions and trade andservice-related foreign exchange transactio
216、ns,can be made in foreign currencies without prior approval from SAFE bycomplying with certain procedural requirements.Therefore,our PRC subsidiaries are able to pay dividends in foreigncurrencies to us without prior approval from SAFE,subject to the condition that the remittance of such dividends o
217、utside of thePRC complies with certain procedures under PRC foreign exchange regulations,such as the overseas investment registrationsby our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents.Approval from orregistration with appropriate government authorit
218、ies is,however,required where the RMB is to be converted into foreigncurrency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.The PRC government may also at its discretion restrict access in the future to foreign currencies for curre
219、nt accounttransactions.Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits,ifany,determined in accordance with Chinese accounting standards and regulations.In addition,each of our subsidiaries in Chinais required to set aside at l
220、east 10%of its after-tax profits each year,if any,to fund a statutory reserve until such reserve reaches50%of its registered capital.Each such entity in China is also required to further set aside a portion of its after-tax profits tofund the employee welfare fund,although the amount to be set aside
221、,if any,is determined at the discretion of its board ofdirectors.Although the statutory reserves can be used,among other ways,to increase the registered capital and eliminate futurelosses in excess of retained earnings of the respective companies,the reserve funds are not distributable as cash divid
222、endsexcept in the event of liquidation.Cash dividends,if any,on our Class A Ordinary Shares will be paid in U.S.dollars.If we are considered a PRC tax residententerprise for tax purposes,any dividends we pay to our overseas shareholders may be regarded as China-sourced income andas a result may be s
223、ubject to PRC withholding tax at a rate of up to 10.0%.Pursuant to the Arrangement between MainlandChina and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income,orthe Double Tax Avoidance Arrangement,the 10%withholding tax rate may be lowered to
224、 5%if a Hong Kong residententerprise owns no less than 25%of a PRC project.The 5%withholding tax rate,however,does not automatically apply andcertain requirements must be satisfied,including without limitation that(a)the Hong Kong project must be the beneficialowner of the relevant dividends;and(b)t
225、he Hong Kong project must directly hold no less than 25%share ownership in thePRC project during the 12 consecutive months preceding its receipt of the dividends.In current practice,a Hong Kong projectmust obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5%lower PR
226、C withholding tax rate.Asthe Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis,we cannot assure you that we willbe able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding2022/12/13https:/www
227、.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm22/227tax rate of 5%under the Double Taxation Arrangement with respect to any dividends paid by Golden Sun Wenzhou to itsimm
228、ediate holding company,Golden Sun Hong Kong.As of the date of this prospectus,we have not applied for the taxresident certificate from the relevant Hong Kong tax authority.Golden Sun Hong Kong intends to apply for the tax residentcertificate if and when Golden Sun Wenzhou plans to declare and pay di
229、vidends to Golden Sun Hong Kong.72022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm23/227 PCAOBs Determinations on Public Accounting Firms Headquartered i
230、n Mainland China and in Hong Kong Our Class A Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unableto inspect our auditors for three consecutive years beginning in 2021.Furthermore,on June 22,2021,the U.S.Senate passedthe Accelerating Holding Fore
231、ign Companies Accountable Act,which,if signed into law,would decrease the number of non-inspection years for foreign companies to comply with the PCAOB audits from three years to two years,thus reducing the timeperiod before their securities may be prohibited from trading or delisted.On December 16,
232、2021,the PCAOB issued a report onits determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firmsheadquartered in mainland China and in Hong Kong,a Special Administrative Region of the PRC,because of positions takenby PRC authorities in those jurisdi
233、ctions(the“Determination”).Our auditor,Friedman LLP,the independent registered publicaccounting firm that issues the audit report included elsewhere in this prospectus,is a PCAOB-registered public accountingfirm headquartered in New York.Our auditor is subject to laws in the United States pursuant t
234、o which the PCAOB conductsregular inspections to assess auditors compliance with the applicable professional standards,and has been inspected by thePCAOB on a regular basis,with the last inspection in June 2018.As such,as of the date of this prospectus,our auditor is notsubject to the Determinations
235、 and our offering is not affected by the Holding Foreign Companies Accountable Act and relatedregulations.However,there is a risk that our auditor cannot be inspected by the PCAOB in the future,and if the PCAOBdetermines that it cannot inspect or fully investigate our auditors for three consecutive
236、years beginning in 2021,our securitieswill be prohibited from trading on a national exchange or over-the-counter under the Holding Foreign Companies AccountableAct,and,as a result,Nasdaq may determine to delist our securities,which may cause the value of our securities to decline orbecome worthless.
237、See“Risk Factors-Risks Relating to Doing Business in the PRC-The newly enacted Holding ForeignCompanies Accountable Act and the Accelerating Holding Foreign Companies Accountable Act passed by the U.S.Senate,allcall for additional and more stringent criteria to be applied to emerging market companie
238、s upon assessing the qualification oftheir auditors,especially the non-U.S.auditors who are not inspected by the Public Company Accounting Oversight Board ofthe United States.These developments could add uncertainties to our offering and listing on the Nasdaq Capital Market,andNasdaq may determine t
239、o delist our securities if the PCAOB determines that it cannot inspect or fully investigate our auditor.”Competitive Strengths We believe that the following competitive strengths have contributed to our success and differentiated us from our competitors:Unique niche in non-English foreign language e
240、ducation with significant market coverage;Well-positioned in the Gaokao repeater tutoring market in Wenhzou city;Consistent high-quality education with excellent teachers;and Strong management team with rich education experience.Growth Strategies Our goal is to continuously promote and improve our p
241、osition as a premium private education service provider in the YangtzeRiver Delta Region and a leading non-English foreign language,especially Spanish,tutoring services provider in the PRC.Specifically,we plan to implement the following strategies:Continue to build our brand and reputation;Significa
242、ntly expand our network of partner-schools nationwide to offer Spanish as second foreign language program;and Expand our tutorial centers through various measures and maximize synergies through integration of these entities.Summary of Risk Factors We are a holding company incorporated in the Cayman
243、Islands,investing in our Class A Ordinary Shares involves significantrisks.All of our revenues were generated by our PRC operating entities.You should carefully consider all of the information inthis prospectus before making an investment in our Class A Ordinary Shares.Below please find a summary of
244、 the principalrisks we face,organized under relevant headings.These risks are discussed more fully in the section titled“Risk factors.”Risks Relating to Our Business We face intense competition in the PRC education sector,which could lead to adverse pricing pressure,reduced2022/12/13https:/www.sec.g
245、ov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm24/227operating margins,loss of market share,departure of qualified teachers and increasing capital expenditure(see page17 of this
246、 prospectus).New legislation or changes in the PRC regulatory requirements regarding private education have affected,and mayfurther affect,our business operations and prospects materially and adversely(see page 23 of this prospectus).82022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/00012139
247、0022030408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm25/227 Our business and results of operations mainly depend on the level of tuition fees we are able to charge and our abilityto maintain and raise tuition fees(see page
248、 17 of this prospectus).We face risks related to health epidemics,natural disasters,or terrorist attacks in China(see page 18 of thisprospectus).Our business is heavily dependent on the reputation of our tutorial services(see page 18 of this prospectus).We may fail to continue to attract and retain
249、students in our tutorial centers(see page 19 of this prospectus).If we are not able to continue to secure agreements with some or all of our existing partner-schools,or secure newagreements with additional partner-schools for our non-English foreign language program,our results of operationsand fina
250、ncial condition may be materially and adversely affected(see page 20 of this prospectus).We may fail to continue to attract and retain teachers and we may not be able to maintain consistent teaching qualitythroughout our schools and tutorial centers(see page 20 of this prospectus).Risks Relating to
251、Doing Business in the PRC You may experience difficulties in effecting service of legal process,enforcing foreign judgments,or bringing actionsin China against us or our management named in the prospectus based on foreign laws.It may also be difficult for youor overseas regulators to conduct investi
252、gations or collect evidence within China(see page 29 of this prospectus).Changes in Chinas economic,political,or social conditions or government policies could have a material adverseeffect on our business and operations(see page 26 of this prospectus).PRC regulations relating to offshore investment
253、 activities by PRC residents may subject our PRC resident beneficialowners or our PRC subsidiaries to liability or penalties,limit our ability to inject capital into our PRC subsidiaries,limit our PRC subsidiaries ability to increase their registered capital or distribute profits to us,or may otherw
254、iseadversely affect us(see page 31 of this prospectus).The Chinese government exerts substantial influence over the manner in which we must conduct our business andmay intervene or influence our operations at any time,which actions have recently resulted in a material change in ouroperations,as we h
255、ad to divest our operation of Quhai Art School and Chongwen Middle School,and which actionscould further impact our operations materially and adversely,and significantly limit or completely hinder our ability tooffer or continue to offer securities to investors and cause the value of our Class A Ord
256、inary Shares to significantlydecline or be worthless(see page 28 of this prospectus).There are uncertainties regarding the enforcement of laws and rules and regulations in China,which can changequickly with little advance notice,and there is a risk that the Chinese government may exert more oversigh
257、t andcontrol over offerings that are conducted overseas,which changes could materially and adversely affect our businessand impede hinder our ability to offer or continue our operations,and cause the value of our securities to significantlydecline or become worthless(see page 27 of this prospectus).
258、There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S.securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC(see page34 of this prospectus).The newly enacted Holding Foreign Companies Ac
259、countable Act and the Accelerating Holding Foreign CompaniesAccountable Act passed by the U.S.Senate,all call for additional and more stringent criteria to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are notinspected b
260、y the Public Company Accounting Oversight Board of the United States(the“PCAOB”).Thesedevelopments could add uncertainties to our offering and listing on the Nasdaq Capital Market,and Nasdaq maydetermine to delist our securities if the PCAOB determines that it cannot inspect or fully investigate our
261、 auditor(seepage 29 of this prospectus).Recent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreignexchange,could adversely impact our business and proposed offering(see page 28 of this prospectus).2022/12/13https:/www.sec.gov/Archives/edgar/data/18
262、26376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm26/22792022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/182637
263、6/0000408/ea160759-f1a8_goldensun.htm27/227 Increases in labor costs in the PRC may adversely affect our business and our profitability(see page 30 of thisprospectus).Our PRC Affiliated Entities did not make adequate social insurance and housing fund contributions for all employeesas requ
264、ired by PRC regulations previously,which may subject us to penalties(see page 31 of this prospectus).We may rely on dividends and other distributions on equity paid by our PRC subsidiaries,through our Hong Kongsubsidiaries,to fund any cash and financing requirements we may have,and any limitation on
265、 the ability of our PRCsubsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business(see page 32 of this prospectus).PRC regulation of parent/subsidiary loans and direct investment by offshore holding companies to PRC entities maydelay or prevent
266、 us from using the proceeds of this offering to make loans or additional capital contributions to ourPRC operating subsidiary,which could materially and adversely affect our liquidity and our ability to fund and expandour business(see page 33 of this prospectus).Fluctuations in exchange rates could
267、have a material and adverse effect on our results of operations and the value ofyour investment(see page 34 of this prospectus).Under the PRC Enterprise Income Tax Law,we may be classified as a PRC“resident enterprise”for PRC enterpriseincome tax purposes.Such classification would likely result in u
268、nfavorable tax consequences to us and our non-PRCshareholders and have a material adverse effect on our results of operations and the value of your investment(see page35 of this prospectus).We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by thei
269、r non-PRCholding companies(see page 36 of this prospectus).To the extent cash or assets of our business,or of our PRC or Hong Kong subsidiaries,is in the PRC or Hong Kong,such cash or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong,due tointerventions
270、in or the imposition of restrictions and limitations by the PRC government to the transfer of cash orassets.Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us,which may havea material adverse effect on our ability to conduct our business(see page 37 o
271、f this prospectus).Governmental control of currency conversion may affect the value of your investment and our payment of dividends(see page 37 of this prospectus).There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of Golden SunWenzhou,and dividends pay
272、able by Golden Sun Wenzhou to our offshore subsidiaries may not qualify to enjoycertain treaty benefits(see page 38 of this prospectus).The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject tothe scrutiny of any regulatory bodies in the PRC
273、(see page 39 of this prospectus).The approval of the CSRC may be required in connection with this offering under a regulation adopted in August2006,and,if required,we cannot assure you that we will be able to obtain such approval,in which case we may facesanctions by the CSRC or other PRC regulatory
274、 agencies for failure to seek the CSRC approval for this offering(seepage 39 of this prospectus).The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinesecompanies by foreign investors,which could make it more difficult for us to pursue growth thro
275、ugh acquisitions inChina(see page 40 of this prospectus).102022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm28/227 Risks Relating to this Offering and th
276、e Trading Market There has been no public market for our Class A Ordinary Shares prior to this offering,and you may not be able toresell our Class A Ordinary Shares at or above the price you pay for them,or at all(see page 40 of this prospectus).You will experience immediate and substantial dilution
277、 in the net tangible book value of Class A Ordinary Sharespurchased(see page 40 of this prospectus).We do not intend to pay dividends for the foreseeable future(see page 43 of this prospectus).Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standardsap
278、plicable to U.S.issuers,you will have less protection than you would have if we were a domestic issuer(see page44 of this prospectus).Corporate Information Our principal executive offices are located at Profit Huiyin Square North Building,Huashan 2018,Unit 1001,Xuhui District,Shanghai,PRC,and our ph
279、one number is+86-.Our registered office in the Cayman Islands is located at Vistra(Cayman)Limited,P.O.Box 31119 Grand Pavilion,Hibiscus Way,802 West Bay Road,Grand Cayman,KY1 1205,CaymanIslands,and the phone number of our registered office is+1-345-769 9372.Our agent for service is Coge
280、ncy Global Inc.located at 122 East 42nd Street,18th Floor,New York,NY 10168.We maintain a corporate website at http:/.The information contained in,or accessible from,our website or any other website does not constitute a part of this prospectus.Implications of Our Being an“Emerging Growth Company”As
281、 a company with less than$1.07 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,or the“JOBS Act.”An“emerging growth company”may takeadvantage of reduced reporting requirements that are otherwise appl
282、icable to larger public companies.In particular,as anemerging growth company,we:may present only two years of audited financial statements and only two years of related Managements Discussionand Analysis of Financial Condition and Results of Operations,or“MD&A;”are not required to provide a detailed
283、 narrative disclosure discussing our compensation principles,objectives andelements and analyzing how those elements fit with our principles and objectives,which is commonly referred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors on
284、 our managements assessment of our internalcontrol over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or goldenparachute arrangements(commonly referred to as the“say-on-pay,”“say-o
285、n frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph andCEO pay ratio disclosure;112022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.se
286、c.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm29/227 are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control ov
287、er financial reporting until our second annualreport on Form 20-F following the effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements and exemptions,including the longer phase-inperiods for the adoption of new or revised financial acc
288、ounting standards under 107 of the JOBS Act.Our election to use thephase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies andother emerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act.Under the J
289、OBS Act,we may take advantage of the above-described reduced reporting requirements and exemptions until weno longer meet the definition of an emerging growth company.The JOBS Act provides that we would cease to be an“emerginggrowth company”at the end of the fiscal year in which the fifth anniversar
290、y of our initial sale of common equity pursuant to aregistration statement declared effective under the Securities Act of 1933,as amended(the“Securities Act”)occurred,if wehave more than$1.07 billion in annual revenue,have more than$700 million in market value of our Ordinary Share held bynon-affili
291、ates,or issue more than$1 billion in principal amount of non-convertible debt over a three-year period.Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from cert
292、ain provisions applicable to United States domestic public companies.Forexample:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous
293、than the rules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures ofmaterial information;we a
294、re not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,orauthorizations in respect of a security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports
295、of theirshare ownership and trading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.Controlled Company Upon completion of this offering,our CEO,Xueyuan Weng,will beneficially own approximately 60%of the aggregate votingpower of our outstand
296、ing Ordinary Shares assuming no exercise of the over-allotment option,or 59%assuming full exercise ofthe over-allotment option.As a result,we will be deemed a“controlled company”for the purpose of the Nasdaq listing rules.As a controlled company,we are permitted to elect to rely on certain exemption
297、s from the obligations to comply with certaincorporate governance requirements,including:the requirement that our director nominees be selected or recommended solely by independent directors;and the requirement that we have a nominating and corporate governance committee and a compensation committee
298、 thatare composed entirely of independent directors with a written charter addressing the purposes and responsibilities ofthe committees.Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules,we could elect to relyon these exemptions in the future,and i
299、f so,you would not have the same protection afforded to shareholders of companies thatare subject to all of the corporate governance requirements of Nasdaq.2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/18
300、26376/0000408/ea160759-f1a8_goldensun.htm30/227122022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm31/227 Selected Condensed Consolidated Finan
301、cial Schedule of Golden Sun Cayman and Its Subsidiaries and VIEs The following disclosure includes historic references to the VIEs that have since been divested through the Reorganization;past financial performance should not,therefore,be relied upon for future financial forecasts.The following tabl
302、es presentselected condensed consolidated financial data of Golden Sun Cayman and its subsidiaries and VIEs for the fiscal years endedSeptember 30,2021 and 2020,and balance sheet data as of September 30,2021 and 2020,which have been derived from ouraudited consolidated financial statements for those
303、 periods.Golden Sun Cayman records its investments in its subsidiariesunder the equity method of accounting.Such investments are presented in the selected condensed consolidated balance sheetsof Golden Sun Cayman as“Investments in subsidiaries and VIEs”and the profit of the subsidiaries is presented
304、 as“Income forequity method investment”in the selected condensed consolidated statements of income and comprehensive income.SELECTED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME(LOSS)For the Year Ended September 30,2021 GoldenSunCayman GoldenSunHongKong WFOE PRCSubsidiaries E
305、liminations Continuingoperations DiscontinuedOperations(VIEs)Consolidated Revenues$-$-$340,959$15,026,991$(340,959)$15,026,991$(a)$15,026,991 Cost ofrevenues -178 6,210,494 -6,210,672 (a)6,210,672 Gross profit -340,781 8,816,497 (340,959)8,816,319 (a)8,816,319 Operatingexpenses -905,144 6,027,853 (6
306、8,445)6,864,552 (a)6,864,552 Income(loss)fromoperations -(564,363)2,788,644 (272,514)1,951,767 (a)1,951,767 Income fromequitymethodinvestment 1,978,553 -1,958,639 -(3,937,192)-Income fromVIEs -716,589 138,451 -(855,040)-Net incomefromcontinuingoperations -1,306,360 -1,306,360 Net incomefromdiscontin
307、uedoperations -855,040 855,040 Net income 1,978,553 716,589 1,534,478 2,141,486 (5,064,746)1,306,360 855,040 2,161,400 Less:Netincomeattributableto non-controllinginterests -182,847 -182,847 -182,847 Net incomeattributableto thecompany 1,978,553 716,589 1,534,478 1,958,639 (5,064,746)1,123,513 855,0
308、40 1,978,553 For the Year Ended September 30,2020 GoldenSunCayman GoldenSunHongKong WFOE PRCSubsidiaries Eliminations Continuingoperations DiscontinuedOperations(VIEs)Consolidated 2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.go
309、v/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm32/227 Revenues$-$-$228,598$7,506,587$-$7,735,185$(a)$7,735,185 Cost ofrevenues -134,326 3,941,065 -4,075,391 (a)4,075,391 Gross profit -94,272 3,565,522 -3,659,794 (a)3,659,794 Operatingexpenses -371,043 3,233,099 -3,604,14
310、2 (a)3,604,142 Income(loss)fromoperations -(276,771)332,423 -55,652 (a)55,652 Income forequitymethodinvestment 42,011 -131,796 -(173,807)-Income(loss)from VIEs -550,977 (350,488)-(200,489)-Net income(loss)fromcontinuingoperations -(145,568)-(145,568)Net incomefromdiscontinuedoperations -200,489 200,
311、489 Net income(loss)42,011 550,977 (508,966)144,706 (374,296)(145,568)200,489 54,921 Less:Netincomeattributable tonon-controllinginterests -12,910 -12,910 -12,910 Net income(loss)attributable tothe company 42,011 550,977 (508,966)131,796 (374,296)(158,478)200,489 42,011 (a)For consolidation purpose,
312、revenues,cost of revenues,gross profit,operating expenses and income from operations forDiscontinued Operations(VIEs)omitted,since these numbers were not consolidated into the above mentioned line itemsin Consolidated Statement Of Income And Comprehensive(Loss)Income,instead,they were included in“Ne
313、t incomefrom discontinued operations”.132022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm33/227 SELECTED CONDENSED CONSOLIDATED BALANCE SHEETS As of Sept
314、ember 30,2021 GoldenSun Cayman GoldenSun HongKong WFOE PRCSubsidiaries Eliminations Continuing operations DiscontinuedOperations(VIEs)ConsolidatedTotal Cash$-$-$17,597$1,175,183$-$1,192,780$-$1,192,780 Total current assets 12,845 -174,612 5,476,320 (135,174)5,528,603 -5,528,603 Investments insubsidi
315、aries andVIEs (7,566,778)-(7,911,298)-15,478,076 -Total non-currentassets (7,566,778)-(7,346,205)557,669 15,462,591 1,107,277 -1,107,277 Total assets (7,553,933)-(7,171,593)6,033,989 15,327,417 6,635,880 -6,635,880 Total liabilities -1,649,847 9,670,674 2,955,841 14,276,362 -14,276,362 Total deficit
316、 (7,553,933)-(8,821,440)(3,636,685)12,371,576 (7,640,482)-(7,640,482)Total liabilities anddeficit$(7,553,933)$-$(7,171,593)$6,033,989$15,327,417$6,635,880$-$6,635,880 As of September,30,2020 GoldenSun Cayman GoldenSun HongKong WFOE PRCSubsidiaries Eliminations Continuing operations DiscontinuedOpera
317、tions(VIEs)ConsolidatedTotal Cash$-$-$418$1,149,124$-$1,149,542$(b)$1,149,542 Total current assets ofdiscontinuedoperation -2,352,590 2,352,590 Total current assets -161,810 2,669,542 (47,036)2,784,316 2,352,590 5,136,906 Investments insubsidiaries andVIEs (7,115,156)607,522 (7,654,154)-14,161,788 -
318、Total non-currentassets ofdiscontinuedoperation -11,479,473 11,479,473 Total non-currentassets (7,115,156)607,522 (7,347,452)537,355 14,147,088 829,357 11,479,473 12,308,830 Total assets (7,115,156)607,522 (7,185,642)3,206,897 14,100,052 3,613,673 13,832,063 17,445,736 Total liabilities ofdiscontinu
319、edoperation -12,802,490 12,802,490 Total liabilities -794,143 6,735,972 4,485,394 12,015,509 12,802,490 24,817,999 Total deficit (7,115,156)607,522 (7,979,785)(3,529,075)9,614,658 (8,401,836)1,029,573 (7,372,263)Total liabilities anddeficit$(7,115,156)$607,522$(7,185,642)$3,206,897$14,100,052$3,613,
320、673$13,832,063$17,445,736 (b)For consolidation purpose,cash balance of$2,060,469 from Discontinued Operations(VIEs)omitted,since the cashbalance was not consolidated into the line item in Consolidated Balance Sheets,instead,it was included in“Total currentassets of discontinued operation”.INTER-COMP
321、ANY BALANCES As of September 30,2021 GoldenSun Cayman GoldenSun Hong Kong WFOE PRCSubsidiaries DiscontinuedOperations(VIEs)Eliminations ConsolidatedTotal Due from WOFE$-$-$122,329$-$(122,329)$-Due to PRC Subsidiaries -(122,329)-122,329 -Total$-$-$(122,329)$122,329$-$-$-As of September 30,2020 2022/1
322、2/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm34/227 GoldenSun Cayman GoldenSun Hong Kong WFOE PRCSubsidiaries DiscontinuedOperations(VIEs)Eliminations Cons
323、olidatedTotal Due from WFOE$-$-$-$-$14,699$(14,699)$-Due from VIEs -61,735 -(61,735)-Due to VIEs -(14,699)-14,699 -Due to PRC Subsidiaries -(61,735)61,735 -Total$-$-$(14,699)$61,735$(47,036)$-$-142022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmh
324、ttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm35/227 SELECTED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended September 30,2021 Golden SunCayman Golden SunHong Kong WFOE PRCSubsidiaries DiscontinuedOperations (VIEs)Eliminations Consoli
325、datedTotal Net cash provided by operatingactivities -(433,380)(367,674)832,947 -31,893 Net cash used in investingactivities -(1,817)(89,328)(121,471)-(212,616)Net cash provided by(used in)financing activities -452,218 5,230,447 (7,686,234)-(2,003,569)Inter-company cashtransactions:Payment for servic
326、e to WFOE -(39,941)(290,600)(330,541)-AR collection from VIEs -290,600 -290,600 -AR collection from PRC Subsidiaries -39,941 -39,941 -Loan to PRC Subsidiaries -(199,708)199,708 -Loan to WFOE -(121,361)-121,361 -Loan from VIEs -199,708 -(199,708)Loan repayment to VIEs -(15,362)-15,362 Loan from PRC S
327、ubsidiaries -121,361 -(121,361)Loan repayment from WFOE -15,362 (15,362)Golden SunCayman Golden SunHong Kong WFOE PRCSubsidiaries DiscontinuedOperations(VIEs)Eliminations ConsolidatedTotal Net cash provided by operatingactivities$-$-$(256,899)$740,974$1,024,501$-$1,508,576 Net cash used in investing
328、activities -(15,497)(319,583)(1,259,430)14,270 (1,580,240)Net cash provided by(used in)financing activities -271,327 (451,852)215,442 (14,270)20,647 Inter-company cashtransactions:Loan to VIEs -(59,962)-59,962 -Loan repayment to PRCSubsidiaries -(28)28 -Loan to WFOE -(14,270)14,270 -Loan from VIEs -
329、14,270 -(14,270)-Loan from WFOE -59,962 (59,962)-Loan repayment from VIEs -28 -(28)-Capital contribution to PRCSubsidiaries -(14,270)-14,270 -Capital contribution fromWFOE$-$-$14,270$-$(14,270)$-The roll forward schedule for Investment in subsidiaries and VIEs Investment in subsidiaries and VIEs as
330、of September 30,2019$(6,822,979)Income for equity investments for the year ended September 30,2020 42,011 Other comprehensive income (334,188)Investment in subsidiaries and VIEs as of September 30,2020 (7,115,156)Income for equity investments for the year ended September 30,2021 1,978,553 Other comp
331、rehensive income (396,536)Deemed distribution to shareholders (2,020,794)Due from related party for disposal of VIEs (12,845)Investment in subsidiaries and VIEs as of September 30,2021$(7,566,778)2022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmh
332、ttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm36/227 152022/12/13https:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htmhttps:/www.sec.gov/Archives/edgar/data/1826376/0000408/ea160759-f1a8_goldensun.htm37/
333、227 THE OFFERING Class A Ordinary Sharesoffered by us 4,400,000 Class A Ordinary Shares Price per Class A OrdinaryShare We currently estimate that the initial public offering price will be in the range of$4 to$5 perClass A Ordinary Share.Ordinary Shares outstandingprior to completion of thisoffering 8,970,000 Class A Ordinary Shares;4,030,000 Class B Ordinary Shares Ordinary Shares outstandingimme