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United States securities and exchange commission logo
September 30, 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. 2 to
Draft Registration Statement on Form F-1
Submitted September
21, 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. 2 to Draft Registration Statement on Form F-1
Cover Page
1. We note your response
to comment 2 and reissue. On your cover page, please 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 are in
the PRC or 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.
Currently, you only provide cross-references to the risk factors.
Qiong Jin
Golden Heaven Group Holdings Ltd.
September 30, 2022
Page 2
2. We note your response to comment 3 and reissue. On your cover page,
please provide
cross-references to your discussion in the prospectus summary and summary
risk factors
where you discuss the limitations on your ability to transfer cash
between you and your
subsidiaries and investors. Currently, you only provide cross-references
to the risk
factors.
Financial Statements
Note 3. Restatement, page F-12
3. We note your response to comment 6 and reissue the comment in part.
Please revise your
financial statements to label them as restated and provide the
disclosures required by ASC
250-10-50-7, including disclosing in greater detail the nature of each
income statement
and cash flow error and disclosing the impact of the cash flow errors on
your cash flows
related to operating activities, investing activities and financing
activities for each period
presented.
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 30, 2022 Page 2
cc: Ying Li
FirstName LastName