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United States securities and exchange commission logo
September 8, 2022
Qiong Jin
Chief Executive Officer
Golden Heaven Group Holdings Ltd.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001
Re: Golden Heaven Group
Holdings Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted August
19, 2022
CIK No. 0001928340
Dear Ms. Jin:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1. We note that certain
China-based issuer disclosure has been placed on page three of the
prospectus cover page.
Please revise the prospectus cover page so that all China-based
issuer disclosure is
prominently disclosed before the table on page two of the prospectus
cover page and all
underwriter related disclosure.
2. We note your response
to comment 4. Please expand your disclosure to provide cross-
references to your
discussion in the prospectus summary and summary of risk factors
where you discuss the
risk that, to the extent cash or assets in the business is in the PRC or
Qiong Jin
FirstName LastNameQiong Jin Ltd.
Golden Heaven Group Holdings
Comapany 8,
September NameGolden
2022 Heaven Group Holdings Ltd.
September
Page 2 8, 2022 Page 2
FirstName LastName
a PRC entity, the funds or assets may not be available to fund
operations or for other use
outside of the PRC due to interventions in or the imposition of
restrictions and limitations
on the ability of you or your subsidiaries by the PRC government to
transfer cash or
assets.
3. We note your response to comment 5. Please expand your disclosure to
provide a cross-
references to your discussion in the prospectus summary and summary of
risk factors
where you discuss the limitations on your ability to transfer cash
between you and your
subsidiaries or investors.
Prospectus Summary
Cash Transfers and Dividend Distributions, page 8
4. We note your response to comment 9 and reissue in part. Please
quantify any cash flows
and transfers of other assets by type that have occurred between the
holding company and
its subsidiaries and direction of transfer.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Indicators, page 54
5. We note your response to comment 15 and reissue the comment in part.
Please present
the metrics management uses as key performance indicators in this
section or add a
reference to where you present your key performance indicators and add
information
which may be necessary to provide adequate context for an investor to
understand the
metrics presented. Refer to SEC Release No. 33-10751 for guidance on
disclosures to
provide.
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-4
6. You corrected errors in your consolidated statements of operations and
comprehensive
income (loss) in response to comment 25 and other errors in your
consolidated statements
of cash flows. Please make arrangements with your auditor for them to
revise their audit
report to reference the error corrections and the specific footnote
that discusses them.
Refer to paragraphs .09 and .16 of PCAOB AS 2820. Also, revise your
financial
statements to label them as restated and provide the disclosures
required by ASC 250-10-
50-7, including disclosing in sufficient detail the nature of each
error and quantifying for
each period presented the effects of the error corrections on your
revenue, gross profit,
selling expenses and cash flows related to operating activities,
investing activities and
financing activities.
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-9
7. We note your response to comment 24 and reissue the comment in part.
Please clarify
whether your customers can request a refund of value stored in prepaid
cards.
Qiong Jin
Golden Heaven Group Holdings Ltd.
September 8, 2022
Page 3
10. Related Party Transaction, page F-14
8. On page 109, you disclose a transaction with Nanping Jinsheng, which used
to own the six
operating companies. We also note corrections made to the statements of
cash flows for
loans from related parties. Please revise to explain the facts and
circumstances regarding
the initial amounts of the loan and circumstances that resulted in
increases and decreases
in the loan amounts, especially during the years ended September 30, 2021
and 2020.
13. Segment Reporting, page F-16
9. We note your response to comment 28 and reissue the comment in part.
There are no
costs or assets allocated to two of your three segments. Please tell us
whether you have
only one segment with three product or service lines. If so, please
revise your disclosures
accordingly. Refer to ASC 280-10-50-40.
General
10. When discussing the Holding Foreign Companies Accountable Act, please
update your
factual disclosure throughout your filing to discuss the fact that on
August 26, 2022, the
Public Company Accounting Oversight Board (PCAOB) signed a Statement of
Protocol
with the China Securities Regulatory Commission and the Ministry of
Finance of the
People's Republic of China, taking the first step toward opening access
for the PCAOB to
inspect and investigate registered public accounting firms headquartered
in mainland
China and Hong Kong.
You may contact Nasreen Mohammed at 202-551-3773 or Rufus Decker at
202-551-
3769 if you have questions regarding comments on the financial statements and
related
matters. Please contact Alyssa Wall at 202-551-8106 or Donald Field at
202-551-3680 with any
other questions.
Sincerely,
FirstName LastNameQiong Jin
Division of
Corporation Finance
Comapany NameGolden Heaven Group Holdings Ltd.
Office of Trade &
Services
September 8, 2022 Page 3
cc: Ying Li
FirstName LastName