United States securities and exchange commission logo





                              March 6, 2023

       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
Registration Statement on Form F-1
                                                            Filed February 17,
2023
                                                            File No. 333-268166

       Dear Qiong Jin:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 30, 2022 letter.

       Amendment No. 1 to Registration Statement on Form F-1

       Risk Factors, page 14

   1.                                                   We note recent
instances of extreme stock price run-ups followed by rapid price declines
                                                        and stock price
volatility seemingly unrelated to company performance following a
                                                        number of recent
initial public offerings, particularly among companies with relatively
                                                        smaller public floats.
Revise to include a separate risk factor addressing the potential for
                                                        rapid and substantial
price volatility and any known factors particular to your offering that
                                                        may add to this risk
and discuss the risks to investors when investing in stock where the
                                                        price is changing
rapidly. Clearly state that such volatility, including any stock-run up,
                                                        may be unrelated to
your actual or expected operating performance and financial
 Qiong Jin
Golden Heaven Group Holdings Ltd.
March 6, 2023
Page 2
      condition or prospects, making it difficult for prospective investors to
assess the rapidly
      changing value of your stock.
Report of Independent Registered Public Accounting Firm, page F-2

2.    Please make arrangements with your auditor for them to revise their audit
report to also
      cover your consolidated balance sheet as of September 30, 2021 and your
consolidated
      statement of operations and comprehensive income (loss), consolidated
      statement of stockholders    equity and consolidated statement of cash
flows for the year
      then ended, and the related notes. Refer to Item 8.A of Form 20-F.
        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
March 6, 2023 Page 2
cc:       Ying Li
FirstName LastName