2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm1/223F-1/A 1 ff12023a3_goldenheaven.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on March 7,2023.Registration No.333-268166 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549_AMENDMENT NO.3TOFORM F-1 REGISTRATION STATEMENT Under The Securities Act of 1933_GOLDEN HEAVEN GROUP HOLDINGS LTD.(Exact name of Registrant as specified in its charter)_Not Applicable(Translation of Registrants name into English)_Cayman Islands 7990 Not Applicable(State or otherjurisdiction of incorporation ororganization)(Primary StandardIndustrial Classification Code Number)(I.R.S.Employer Identification Number)No.8 Banhouhaichuan Rd Xiqin Town,Yanping District Nanping City,Fujian Province,China 353001 Tel: 86 0599 8508022 (Address,including zip code,and telephone number,including area code,ofRegistrants principal executive offices)_Cogency Global Inc.122 East 42nd Street,18th Floor New York,NY 10168 800-221-0102 (Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC 950 Third Avenue,19th Floor New York,NY 10022 212-530-2206 Mark Crone,Esq.Liang Shih,Esq.The Crone Law GroupP.C.420 Lexington Ave,Suite 2446New York,NY 10170646-861-7891_Approximate date of commencement of proposed sale to the public:As soon aspracticable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuousbasis pursuant to Rule 415 under the Securities Act of 1933,or the Securities Act,check thefollowing box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm2/223Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act._ The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as maybe necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section 8(a)of the Securities Act,as amended,or until the registration statement shall become effective on such date as theU.S.Securities and Exchange Commission,acting pursuant to said Section 8(a)maydetermine.2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm3/223Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registration statement filed with theUnited States Securities and Exchange Commission is effective.This preliminaryprospectus is not an offer to sell nor does it seek an offer to buy these securitiesin any jurisdiction where the offer or sale is not permitted.Subject to Completion,dated March 7,2023PRELIMINARY PROSPECTUS2,000,000 Ordinary SharesGolden Heaven Group Holdings Ltd.This is an initial public offering of our ordinary shares.We are offering 2,000,000 ordinaryshares,par value US$0.0001 per share.Prior to this offering,there has been no public market forour ordinary shares.We expect the initial public offering price to be in the range of$4.00 to$5.00 per ordinary share.We have reserved the symbol“GDHG”for purposes of listing our ordinaryshares on the Nasdaq Capital Market.This offering is contingent on the listing of our ordinaryshares on the Nasdaq Capital Market.At this time,the Nasdaq Capital Market has not yet approvedour application to list our ordinary shares.There is no assurance that such application will beapproved,and if our application is not approved by the Nasdaq Capital Market,this offering may notbe completed.Investing in our ordinary shares involves a high degree of risk,including the riskof losing your entire investment.See“Risk Factors”beginning on page 14 to readabout factors you should consider before buying our ordinary shares.We are both an“emerging growth company”and a“foreign private issuer”as defined underapplicable U.S.securities laws and are eligible for reduced public company reporting requirements.Please read the disclosures beginning on page 10 and on page 11 of this prospectus for moreinformation.We are not a Chinese operating company but a Cayman Islands holding company.We haveno material operations of our own and conduct substantially all of the operationsthrough the operating entities in China.Investors in our ordinary shares arepurchasing equity interests in the Cayman Islands holding company,and not in theChinese operating entities.Investors in our ordinary shares may never hold equityinterests in the Chinese operating entities.Our operating structure involves uniquerisks to investors.The Chinese regulatory authorities could disallow our operatingstructure,which would likely result in a material change in our operations and/or amaterial change in the value of our ordinary shares,and could cause the value of ourordinary shares to significantly decline or become worthless.See“Risk Factors RisksRelating to Doing Business in the PRC The Chinese government exerts substantial influence overthe manner in which the operating entities conduct their business activities,may intervene orinfluence such operations at any time,or may exert more control over offerings conducted overseasand/or foreign investment in China-based issuers,which could result in a material change in suchoperations and the value of our ordinary shares,significantly limit or completely hinder ourability to offer or continue to offer securities to investors,and cause the value of our securitiesto significantly decline or be worthless”beginning on page 25 of this prospectus.As used inthis prospectus,terms such as“the Company,”“we,”“us,”“our company,”or“our”refer to Golden Heaven Group Holdings Ltd.,unless the context suggestsotherwise,and when describing Golden Heaven Group Holdings Ltd.s consolidatedfinancial information,also includes the Chinese operating entities.We directly hold100%equity interests in the operating entities in China,and we do not currently usea variable interest entity(“VIE”)structure.See“Corporate History and Structure”beginning on page 51 of this prospectus.As substantially all of our operations are conducted by the operating entities inChina,we are subject to the associated legal and operational risks,including risksrelated to the legal,political and economic policies of the Chinese government,therelations between China and the United States,or Chinese or United Statesregulations,which risks could result in a material change in our operations and/orcause the value of our ordinary shares to significantly decline or become worthless,and affect our ability to offer or continue to offer securities to investors.Recently,the PRC government initiated a series of regulatory actions and made anumber of public statements on the regulation of business operations in China withlittle advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseas,and adopting new measures to extend the scope of cybersecurity reviews.As advised byour PRC legal counsel,AllBright Law Offices(Fuzhou),as of the date of thisprospectus,we are not directly subject to these regulatory actions or statements,aswe have not implemented any monopolistic behavior and our business does not involvethe collection of user data,implicate cybersecurity,or involve any other type ofrestricted industry.However,we will be required to file with the China SecuritiesRegulatory Commission(the“CSRC”)if we cannot obtain the approvals from the SECand Nasdaq for this offering and listing before March 31,2023,or if we obtain theapprovals on or before March 31,2023 but fail to complete this offering and listing2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm4/223on or before September 30,2023.If we are required to file with the CSRC for thisoffering and listing,there is no assurance that we can complete such filing in atimely manner or even at all.Any failure by us to comply with such filingrequirements may result in an order to rectify,warnings and fines against us andcould materially hinder our ability to offer or continue to offer our securities.See“Risk Factors Risks related to Doing Business in the PRC”beginning on page 24 of thisprospectus for a discussion of these legal and operational risks.In addition,our ordinary shares may be delisted from a national exchange orprohibited from being traded over-the-counter under the Holding Foreign CompaniesAccountable Act(the“HFCA Act”)if the Public Company Accounting Oversight Board(the“PCAOB”)is unable to inspect our auditor for two consecutive years.OnDecember 16,2021,the PCAOB issued its determinations that the PCAOB was unable toinspect or investigate completely PCAOB-registered public accounting firmsheadquartered in mainland China and in Hong Kong,because of positions taken by PRCauthorities in those jurisdictions,which determinations were vacated on December 15,2022.Our auditor,B F Borgers CPA PC,has been inspected by the PCAOB on a regularbasis,and it is not subject to the determinations announced by the PCAOB on December16,2021.On August 26,2022,the PCAOB signed a Statement of Protocol Agreement(the“SOP”)with the CSRC and Chinas Ministry of Finance.The SOP,together with twoprotocol agreements governing inspections and investigations(together,the“SOPAgreements”),establish a specific,accountable framework to make possible completeinspections and investigations by the PCAOB of audit firms based in mainland Chinaand Hong Kong,as required under U.S.law.On December 15,2022,the PCAOB Boarddetermined that the PCAOB was able to secure complete access to inspect andinvestigate registered public accounting firms headquartered in mainland China andHong Kong and voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs accessin the future,the PCAOB Board will consider the need to issue a new determination.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,and on December 29,2022,legislation entitled“ConsolidatedAppropriations Act,2023”(the“Consolidated Appropriations Act”)was signed intolaw by President Biden,which contained,among other things,an identical provisionto the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAAct by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three,thus reducing the time period for triggering thedelisting of our Company and the prohibition of trading in our securities if thePCAOB is unable to inspect our accounting firm at such future time.If trading in theordinary shares is prohibited under the HFCA Act in the future because the PCAOBdetermines that it cannot 2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm5/223Table of Contentsinspect or fully investigate our auditor at such future time,Nasdaq may determine todelist our ordinary shares and trading in our ordinary shares could be prohibited.See“Risk Factors Risks Related to Our Ordinary Shares and This Offering Recent joint statementby the SEC and the PCAOB proposed rule changes submitted by Nasdaq,and the Holding ForeignCompanies Accountable Act passed by the US Senate all call for additional and more stringentcriteria to be applied to emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developmentscould add uncertainties to our offering”beginning on page 34 of this prospectus.As of the date of this prospectus,we have not maintained any cash managementpolicies that dictate the purpose,amount and procedure of fund transfers among ourCayman Islands holding company,our subsidiaries,or investors.Rather,the funds canbe transferred in accordance with the applicable laws and regulations.See“ProspectusSummary Cash Transfers and Dividend Distributions.”As of the date of this prospectus,our Cayman Islands holding company has not declared or paid dividends or madedistributions to the Chinese operating entities or to investors in the past,nor wereany dividends or distributions made by a Chinese operating entity to the CaymanIslands holding company.Our board of directors has complete discretion on whether todistribute dividends,subject to applicable laws.We do not have any current plan todeclare or pay any cash dividends on our ordinary shares in the foreseeable futureafter this offering.See“Risk Factors Risks related to Our Ordinary Shares and ThisOffering We currently do not expect to pay dividends in the foreseeable future after thisoffering and you must rely on price appreciation of our ordinary shares for return on yourinvestment”beginning on page 37 of this prospectus.Subject to certain contractual,legaland regulatory restrictions,cash and capital contributions may be transferred amongour Cayman Islands holding company and the Chinese operating entities.If needed,ourCayman Islands holding company can transfer cash to the Chinese operating entitiesthrough loans and/or capital contributions,and the Chinese operating entities cantransfer cash to our Cayman Islands holding company through loans and/or issuingdividends or other distributions.There are limitations on the ability to transfercash between the Cayman Islands holding company,the Chinese operating entities orinvestors.Cash transfers from the Cayman Islands holding company to the Chineseoperating entities are subject to the applicable PRC laws and regulations on loansand direct investment.See“Prospectus Summary Cash Transfers and Dividend Distributions,”“Prospectus Summary Summary of Risk Factors Risks Related to Doing Business in the PRC PRCregulations of loans and direct investment by offshore holding companies to PRC entities may delayor prevent us from using the proceeds of our offshore financing to make loans or additional capitalcontributions to the operating entities,which could materially and adversely affect our liquidityand business,”and“Risk Factors Risks Related to Doing Business in the PRC PRC regulationsof loans and direct investment by offshore holding companies to PRC entities may delay or prevent usfrom using the proceeds of our offshore financing to make loans or additional capital contributionsto the operating entities,which could materially and adversely affect our liquidity and business”beginning on page 29 of this prospectus.If any of the operating entities incurs debt onits own behalf in the future,the instruments governing such debt may restrict theirability to pay dividends to the Cayman Islands holding company.Cash transfers fromthe Chinese operating entities to the Cayman Islands holding company are also subjectto the current PRC regulations,which permit the Chinese operating entities to paydividends to their shareholders only out of their accumulated profits,if any,determined in accordance with PRC accounting standards and regulations.See“RiskFactors Risks Related to Doing Business in the PRC We may rely on dividends and otherdistributions on equity paid by the operating entities to fund any cash and financing requirementswe may have.To the extent funds or assets in the business are in the PRC or a PRC entity,the fundsor assets may not be available to fund operations or for other use outside of the PRC due tointerventions in or the imposition of restrictions and limitations on the ability of our company orthe operating entities by the PRC government to transfer cash or assets”beginning on page 29 ofthis prospectus.Cash transfers from the Cayman Islands holding company to theinvestors are subject to the restrictions on the remittance of Renminbi into and outof China and governmental control of currency conversion.See“Risk Factors RisksRelated to Doing Business in the PRC Restrictions on the remittance of Renminbi into and out ofChina and governmental control of currency conversion may limit our ability to pay dividends andother obligations,and affect the value of your investment”beginning on page 30 of thisprospectus.Additionally,to the extent cash or assets in the business is in China or aChinese operating entity,the funds or assets may not be available to fund operationsor for other use outside of China due to interventions in or the imposition ofrestrictions and limitations on the ability of our company or the operating entitiesby the PRC government to transfer cash or assets.See“Prospectus Summary CashTransfers and Dividend Distributions,”“Prospectus Summary Summary of Risk Factors RisksRelated to Doing Business in the PRC We may rely on dividends and other distributions on equitypaid by the operating entities to fund any cash and financing requirements we may have.To theextent funds or assets in the business are in the PRC or a PRC entity,the funds or assets may notbe available to fund operations or for other use outside of the PRC due to interventions in or theimposition of restrictions and limitations on the ability of our company or the operating entitiesby the PRC government to transfer cash or assets,”and“Risk Factors Risks Related to DoingBusiness in the PRC We may rely on dividends and other distributions on equity paid by theoperating entities to fund any cash and financing requirements we may have.To the extent funds orassets in the business are in the PRC or a PRC entity,the funds or assets may not be available tofund operations or for other use outside of the PRC due to interventions in or the imposition ofrestrictions and limitations on the ability of our company or the operating entities by the PRCgovernment to transfer cash or assets”beginning on page 29 of this prospectus.Per ShareTotal2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm6/223 Initial public offering price(1)US$4.50 US$9,000,000Underwriting discounts(2)US$0.315 US$630,000Proceeds,before expenses(3)US$4.185 US$8,370,000_(1)Initial public offering price per share is assumed as$4.50 per share,which is the midpointof the range set forth on the cover page of this prospectus.(2)See“Underwriting”beginning on page 135 of this prospectus for more information regardingour arrangements with the underwriters.(3)We expect our total cash expenses for this offering(including cash expenses payable to theunderwriters for its out-of-pocket expenses)to be approximately$225,000,exclusive of theabove discounts.In addition,we will pay additional items of value in connection with thisoffering that are viewed by the Financial Industry Regulatory Authority,or FINRA,asunderwriting compensation.These payments will further reduce proceeds available to us beforeexpenses.See“Underwriting.”This offering is being conducted on a firm commitment basis.The underwriters are obligated to takeand pay for all of the ordinary shares if any such shares are taken.The underwriters expect to deliver the ordinary shares against payment as set forth under“Underwriting,”on or about,2023.Neither the U.S.Securities and Exchange Commission nor any state securitiescommission nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Anyrepresentation to the contrary is a criminal offense.Prospectus dated,2023 2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm7/223Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 14SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 42USE OF PROCEEDS 44DIVIDEND POLICY 45CAPITALIZATION 46DILUTION 47ENFORCEABILITY OF CIVIL LIABILITIES 48CORPORATE HISTORY AND STRUCTURE 51MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 53INDUSTRY OVERVIEW 66BUSINESS 75REGULATIONS 88MANAGEMENT 100PRINCIPAL SHAREHOLDERS 104RELATED PARTY TRANSACTIONS 106DESCRIPTION OF SHARE CAPITAL 108SHARES ELIGIBLE FOR FUTURE SALE 127TAXATION 129UNDERWRITING 135EXPENSES RELATING TO THIS OFFERING 143LEGAL MATTERS 144EXPERTS 144WHERE YOU CAN FIND ADDITIONAL INFORMATION 144INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1You should rely on the information contained in this prospectus or in any relatedfree writing prospectus.We have not authorized anyone to provide you withinformation different from that contained in this prospectus or in any related freewriting prospectus.We are offering to sell,and seeking offers to buy the ordinaryshares,only in jurisdictions where offers and sales are permitted.The informationcontained in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of the ordinaryshares.Neither we nor the underwriters have taken any action to permit a public offering ofthe ordinary shares outside the United States or to permit the possession ordistribution of this prospectus or any filed free-writing prospectus outside theUnited States.Persons outside the United States who come into possession of thisprospectus or any filed free writing prospectus must inform themselves about andobserve any restrictions relating to the offering of the ordinary shares and thedistribution of this prospectus or any filed free-writing prospectus outside theUnited States.Until,2023(the day after the date of this prospectus),alldealers that buy,sell or trade ordinary shares,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the dealers obligation to deliver a prospectuswhen acting as underwriters and with respect to their unsold allotments orsubscriptions.i2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm8/223Table of ContentsPROSPECTUS SUMMARYThis summary highlights certain information contained elsewhere in this prospectus.You should read the entire prospectus carefully,including our financial statementsand related notes and the risks described under“Risk Factors.”Our actual resultsand future events may differ significantly based upon a number of factors.Thereader should not put undue reliance on the forward-looking statements in thisdocument,which speak only as of the date on the cover of this prospectus.OverviewWe are an offshore holding company incorporated in the Cayman Islands.We have nomaterial operations of our own and conduct substantially all of our operationsthrough the Chinese operating entities.Investors in our ordinary shares arepurchasing equity interests in the Cayman Islands holding company,and not in theChinese operating entities.We directly hold 100%equity interests in the Chineseoperating entities and do not currently adopt VIE contractual agreements betweenthe entities that may adversely affect investors or the value of their investment.Through the Chinese operating entities,we manage and operate six propertiesconsisting of amusement parks,water parks and complementary recreationalfacilities.The parks of the operating entities occupy approximately 426,560 squaremeters of land in the aggregate and are located in geographically diverse marketsacross the south of China.Due to the geographical locations of the parks and theease of travel,the parks are easily accessible to an aggregate population ofapproximately 21 million people.The parks offer a broad selection of exhilaratingand recreational experiences,including both thrilling and family-friendly rides,water attractions,gourmet festivals,circus performances,and high-techfacilities.As of the date of this prospectus,the parks collectively contain 139rides and attractions.Our revenue is primarily generated from the Chinese operating entities sellingaccess to rides and attractions,charging fees for special event rentals,andcollecting regular rental payments from commercial tenants.Our revenue and netincome have remained largely stable over the years.In the fiscal years endedSeptember 30,2021 and 2022,our revenue was US$38,517,742 and US$41,788,196,respectively.For the same fiscal years,our net income was US$13,580,375 andUS$14,328,374,respectively,and the number of guest visits at the parks totaledapproximately 2.40 million and 2.41 million,respectively.Our significant expensesare depreciation and amortization,real property rent,repairs and maintenance,utilities,and marketing costs.Our corporate headquarters is in Yanping District,Nanping City,Fujian Province,China.According to government authorities in Fujian Province,Yanping District isknown as“the birthplace of Chinese amusement park industry”and entrepreneursfrom Yanping District have expanded beyond Yanping District and established theirpresence all across China.Through the operating entities,we are a leadingamusement park operator in Yanping District and an active player in developing theChinese amusement park industry.We aim to become the leading regional amusementpark operator in China.To achieve our goal,we will endeavor to enhance guestexperiences,develop appealing recreational products and services,boost ouroperational efficiency,and improve cost controls.Our StrengthsWe believe that the following strengths contribute to our growth and differentiateus from our competitors:easily accessible amusement park locations;continued guest commitment;experienced senior management teams;and the quality and variety of cost-effective entertainment offerings.Our StrategiesWe intend to grow our business using the following key strategies:attracting more guests;raising prices,which will be accompanied by new product introductions,infrastructure improvements,and/or more user-friendly facilities;developing membership programs;broadening service packages;12023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm9/223Table of Contents introducing unique products;and optimizing project management.Our Corporate History and StructureWe are a Cayman Islands holding company and conduct our operations in China throughNanping Golden Heaven Amusement Park Management Co.,Ltd.(“Golden Heaven WFOE”)and its subsidiaries.We hold 100%equity interests in our PRC subsidiaries,and wedo not use a VIE structure.As of the date of this prospectus,Golden Heaven WFOE has acquired 100%equityinterests in the following PRC subsidiaries:(i)Changde Jinsheng AmusementDevelopment Co.,Ltd.(“Change Jinsheng”),(ii)Qujing Jinsheng AmusementInvestment Co.,Ltd.(“Qujing Jinsheng”),(iii)Tongling Jinsheng AmusementInvestment Co.,Ltd.(“Tongling Jinsheng”),(iv)Yuxi Jinsheng AmusementDevelopment Co.,Ltd.(“Yuxi Jinsheng”),(v)Yueyang Jinsheng AmusementDevelopment Co.,Ltd.(“Yueyang Jinsheng”),and(vi)Mangshi Jinsheng AmusementPark Co.,Ltd.(“Mangshi Jinsheng”).In anticipation of this proposed initial public offering,we completed areorganization of our corporate structure.We incorporated Golden Heaven GroupHoldings Ltd.(“Golden Heaven Cayman”)under the laws of the Cayman Islands onJanuary 8,2020.We incorporated Golden Heaven Management Ltd(“Golden HeavenBVI”)under the laws of the British Virgin Islands on February 18,2020,whichbecame a wholly owned subsidiary of Golden Heaven Cayman.We incorporated GoldenHeaven Group Management Limited(“Golden Heaven HK”)in Hong Kong on February 26,2020,which became a wholly owned subsidiary of Golden Heaven BVI.Golden Heaven HKholds all of the outstanding equity of Golden Heaven WFOE.The following diagram illustrates our corporate structure as of the date of thisprospectus and upon completion of our initial public offering based on 2,000,000ordinary shares being offered:_Notes:(1)Represents 10,000,000 ordinary shares held by Xuezheng Chen,the 100%owner of QingyuInvestment Ltd.,as of the date of this prospectus.(2)Represents 15,000,000 ordinary shares held by Qiong Jin,the 100%owner of JinzhengInvestment Co PTE.LTD.,as of the date of this prospectus.22023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm10/223Table of Contents(3)Represents 2,910,000 ordinary shares held by Leung Tan,the 100%owner of Hong Kong GreaterPower Ventures Limited,as of the date of this prospectus.(4)Represents an aggregate of 16,600,000 ordinary shares held by 13 shareholders,each one ofwhich holds less than 5%of our ordinary shares,as of the date of this prospectus.Summary of Risk FactorsOur business is subject to multiple risks and uncertainties,as more thoroughlydescribed in“Risk Factors”starting on page 14 of this prospectus and elsewherein this prospectus.We urge you to read“Risk Factors”and this prospectus infull.Our principal risks may be summarized as follows:Risks Related to Our Business and Industry:The COVID-19 pandemic has disrupted the operating entities business andwill adversely affect our results of operations and various other factorsbeyond our control could adversely affect our financial condition andresults of operations.See“Risk Factors Risks Related to Our Businessand Industry The COVID-19 pandemic has disrupted the operatingentities business and will adversely affect our results of operationsand various other factors beyond our control could adversely affect ourfinancial condition and results of operations”on page 17.The parks managed by the operating entities are located on leasedproperties,and there is no assurance that the operating entities will beable to renew the leases or find suitable alternative premises upon theexpiration of the relevant lease terms.See“Risk Factors RisksRelated to Our Business and Industry The parks managed by the operatingentities are located on leased properties,and there is no assurance thatthe operating entities will be able to renew the leases or find suitablealternative premises upon the expiration of the relevant lease terms”onpage 18.The operating entities may not be able to maintain or increase the cost-effectiveness of their entertainment offerings.See“RiskFactors Risks Related to Our Business and Industry The operatingentities may not be able to maintain or increase the cost-effectiveness oftheir entertainment offerings”on page 18.The high fixed cost structure of park operations can result insignificantly lower margins if revenues decline.See“RiskFactors Risks Related to Our Business and Industry The high fixedcost structure of park operations can result in significantly lowermargins if revenues decline”on page 19.Declines in discretionary guest spending and guest confidence,or changesin guest tastes and preferences,could affect the profitability of theoperating entities business.See“Risk Factors Risks Related to OurBusiness and Industry Declines in discretionary guest spending andguest confidence,or changes in guest tastes and preferences,could affectthe profitability of the operating entities business”on page 19.The operating entities may be unable to contract with third-partysuppliers for rides and attractions,and construction delays may occur andimpact attraction openings.See“Risk Factors Risks Related to OurBusiness and Industry The operating entities may be unable to contractwith third-party suppliers for rides and attractions,and constructiondelays may occur and impact attraction openings”on page 20.Financial distress experienced by business partners and other contractcounterparties could have an adverse impact on the operating entities.See“Risk Factors Risks Related to Our Business and Industry Financialdistress experienced by business partners and other contractcounterparties could have an adverse impact on the operating entities”onpage 20.Incidents or adverse publicity concerning the parks or the amusement parkindustry in general could harm the brand,reputation or profitability ofthe operating entities.See“Risk Factors Risks Related to OurBusiness and Industry Incidents or adverse publicity concerning theparks or the amusement park industry in general could harm the brand,reputation or profitability of the operating entities”on page 22.Bad or extreme weather conditions can reduce park attendance.See“RiskFactors Risks Related to Our Business and Industry Bad or extremeweather conditions can reduce park attendance”on page 22.2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm11/22332023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm12/223Table of ContentsRisks Related to Doing Business in the PRC:The Chinese government exerts substantial influence over the manner inwhich the operating entities conduct their business activities,mayintervene or influence such operations at any time,or may exert morecontrol over offerings conducted overseas and/or foreign investment inChina-based issuers,which could result in a material change in suchoperations and the value of our ordinary shares,significantly limit orcompletely hinder our ability to offer or continue to offer securities toinvestors,and cause the value of our securities to significantly declineor be worthless.See“Risk Factors Risks Related to Doing Business inthe PRC The Chinese government exerts substantial influence over themanner in which operating entities conduct their business activities,mayintervene or influence such operations at any time,or may exert morecontrol over offerings conducted overseas and/or foreign investment inChina-based issuers,which could result in a material change in suchoperations and the value of our ordinary shares,significantly limit orcompletely hinder our ability to offer or continue to offer securities toinvestors,and cause the value of our securities to significantly declineor be worthless”on page 25.Failing to obtain the approval from provincial counterparts of theNational Development and Reform Commission(the“NDRC”)or other PRCgovernment authorities may have an adverse effect on the operatingentities business activities.See“Risk Factors Risks Related toDoing Business in the PRC Failing to obtain the approval from theNDRCs provincial counterparts or other PRC government authorities mayhave an adverse effect on the operating entities business activities”on page 25.The approval and/or other requirements of the China Securities RegulatoryCommission(the“CSRC”)or other PRC government authorities may berequired in connection with an offering under PRC rules,regulations orpolicies,and,if required,we cannot predict whether or how soon we willbe able to obtain such approval.See“Risk Factors Risks Related toDoing Business in the PRC The approval and/or other requirements of theCSRC or other PRC government authorities may be required in connectionwith an offering under PRC rules,regulations or policies,and,ifrequired,we cannot predict whether or how soon we will be able to obtainsuch approval”on page 25.Recent greater oversight by the Cyberspace Administration of China(the“CAC”)over data security,particularly for companies seeking to list ona foreign exchange,could adversely impact our business and our offering.See“Risk Factors Risks Related to Doing Business in the PRC Recentgreater oversight by the CAC over data security,particularly forcompanies seeking to list on a foreign exchange,could adversely impactour business and our offering”on page 26.PRC regulations relating to the establishment of offshore special purposecompanies by PRC residents may subject the operating entities to liabilityor penalties,limit our ability to inject capital into the operatingentities,limit the operating entities ability to increase theirregistered capital or distribute profits to us,or may otherwise adverselyaffect us.See“Risk Factors Risks Related to Doing Business in thePRC PRC regulations relating to the establishment of offshore specialpurpose companies by PRC residents may subject the operating entities toliability or penalties,limit our ability to inject capital into theoperating entities,limit the operating entities ability to increasetheir registered capital or distribute profits to us,or may otherwiseadversely affect us”on page 28.PRC laws and regulations establish more complex procedures for someacquisitions of PRC companies by foreign investors,which could make itmore difficult for us to pursue growth through acquisitions in China.See“Risk Factors Risks Related to Doing Business in the PRC PRC lawsand regulations establish more complex procedures for some acquisitions ofPRC companies by foreign investors,which could make it more difficult forus to pursue growth through acquisitions in China”on page 28.Cash transfers from the Chinese operating entities to the Cayman Islandsholding company are subject to the current PRC regulations,which permitthe Chinese operating entities to pay dividends to their shareholders onlyout of their accumulated profits,if any,determined in accordance withPRC accounting standards and regulations.We may rely on dividends and2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm13/223other distributions on equity paid by the operating entities to fund anycash and financing requirements we may have.To the extent funds or assetsin the business are in the PRC or a PRC entity,the funds or assets maynot be available to fund operations or42023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm14/223Table of Contentsfor other use outside of the PRC due to interventions in or the impositionof restrictions and limitations on the ability of our company or theoperating entities by the PRC government to transfer cash or assets.See“Risk Factors Risks Related to Doing Business in the PRC We may relyon dividends and other distributions on equity paid by the operatingentities to fund any cash and financing requirements we may have.To theextent funds or assets in the business are in the PRC or a PRC entity,thefunds or assets may not be available to fund operations or for other useoutside of the PRC due to interventions in or the imposition ofrestrictions and limitations on the ability of our company or theoperating entities by the PRC government to transfer cash or assets”onpage 29.Cash transfers from the Cayman Islands holding company to the Chineseoperating entities are subject to the applicable PRC laws and regulationson loans and direct investment.PRC regulations of loans and directinvestment by offshore holding companies to PRC entities may delay orprevent us from using the proceeds of our offshore financing to make loansor additional capital contributions to the operating entities,which couldmaterially and adversely affect our liquidity and business.See“RiskFactors Risks Related to Doing Business in the PRC PRC regulationsof loans and direct investment by offshore holding companies to PRCentities may delay or prevent us from using the proceeds of our offshorefinancing to make loans or additional capital contributions to theoperating entities,which could materially and adversely affect ourliquidity and business”on page 29.Cash transfers from the Cayman Islands holding company to the investorsare subject to the restrictions on the remittance of Renminbi into and outof China and governmental control of currency conversion.See“RiskFactors Risks Related to Doing Business in the PRC Restrictions onthe remittance of Renminbi into and out of China and governmental controlof currency conversion may limit our ability to pay dividends and otherobligations,and affect the value of your investment.”on page 30.Risks Related to Our Ordinary Shares and This Offering:Recent joint statement by the SEC and the Public Company AccountingOversight Board(the“PCAOB”)proposed rule changes submitted by Nasdaq,and the Holding Foreign Companies Accountable Act passed by the US Senateall call for additional and more stringent criteria to be applied toemerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our offering.See“Risk Factors Risks Related to Our Ordinary Shares and ThisOffering Recent joint statement by the SEC and the PCAOB proposed rulechanges submitted by Nasdaq,and the Holding Foreign Companies AccountableAct passed by the US Senate all call for additional and more stringentcriteria to be applied to emerging market companies upon assessing thequalification of their auditors,especially the non-U.S.auditors who arenot inspected by the PCAOB.These developments could add uncertainties toour offering”on page 34.There has been no public market for our ordinary shares prior to thisoffering,and you may not be able to resell our ordinary shares at orabove the price you paid,or at all.See“Risk Factors Risks Relatedto Our Ordinary Shares and This Offering There has been no publicmarket for our ordinary shares prior to this offering,and you may not beable to resell our ordinary shares at or above the price you paid,or atall”on page 35.Substantial future sales or perceived potential sales of our ordinaryshares in the public market could cause the price of our ordinary sharesto decline.See“Risk Factors Risks Related to Our Ordinary Shares andThis Offering Substantial future sales or perceived potential sales ofour ordinary shares in the public market could cause the price of ourordinary shares to decline”on page 37.We currently do not expect to pay dividends in the foreseeable futureafter this offering and you must rely on price appreciation of ourordinary shares for return on your investment.See“Risk Factors RisksRelated to Our Ordinary Shares and This Offering We currently do notexpect to pay dividends in the foreseeable future after this offering andyou must rely on price appreciation of our ordinary shares for return onyour investment”on page 37.2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm15/22352023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm16/223Table of Contents We have broad discretion in the use of the net proceeds from our initialpublic offering and may not use them effectively.See“RiskFactors Risks Related to Our Ordinary Shares and This Offering Wehave broad discretion in the use of the net proceeds from our initialpublic offering and may not use them effectively”on page 37.For as long as we are an emerging growth company,we will not be requiredto comply with certain reporting requirements,including those relating toaccounting standards and disclosure about our executive compensation,thatapply to other public companies.See“Risk Factors Risks Related toOur Ordinary Shares and This Offering For as long as we are an emerginggrowth company,we will not be required to comply with certain reportingrequirements,including those relating to accounting standards anddisclosure about our executive compensation,that apply to other publiccompanies”on page 39.We are a foreign private issuer within the meaning of the rules under theExchange Act,and as such we are exempt from certain provisions applicableto U.S.domestic public companies.See“Risk Factors Risks Related toOur Ordinary Shares and This Offering We are a foreign private issuerwithin the meaning of the rules under the Exchange Act,and as such we areexempt from certain provisions applicable to U.S.domestic publiccompanies”on page 39.As a company incorporated in the Cayman Islands,we are permitted to adoptcertain home country practices in relation to corporate governance mattersthat differ significantly from the Nasdaq listing standards.Thesepractices may afford less protection to shareholders than they would enjoyif we complied fully with corporate governance listing standards.See“Risk Factors Risks Related to Our Ordinary Shares and ThisOffering As a company incorporated in the Cayman Islands,we arepermitted to adopt certain home country practices in relation to corporategovernance matters that differ significantly from the Nasdaq listingstandards.These practices may afford less protection to shareholders thanthey would enjoy if we complied fully with corporate governance listingstandards”on page 40.Regulatory DevelopmentsRecently,the PRC government initiated a series of regulatory actions and made anumber of public statements on the regulation of business operations in China withlittle advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listedoverseas,and adopting new measures to extend the scope of cybersecurity reviews.The Regulations on Mergers and Acquisitions of Domestic Enterprises by ForeignInvestors(the“M&A Rules”)came into effect on September 8,2006 and were amendedon June 22,2009.The M&A Rules,among other things,require that an offshorespecial purpose vehicle(the“SPV”),formed for overseas listing purposes andcontrolled directly or indirectly by PRC companies or individuals,shall obtain theapproval of the China Securities Regulatory Commission(the“CSRC”)prior tolisting such SPVs securities on an overseas stock exchange,especially in theevent that the SPV acquires shares or an equity interest in the PRC companies byoffering the shares of any offshore companies.On July 10,2021,the Cyberspace Administration of China(the“CAC”)issued theMeasures for Cybersecurity Review(Revision Draft for Comments),or the Measures,for public comments,which propose to authorize the relevant government authoritiesto conduct cybersecurity review on a range of activities that affect or may affectnational security,including listings in foreign countries by companies thatpossess the personal data of more than one million users.On December 28,2021,theMeasures for Cybersecurity Review(2021 version)was promulgated and took effect onFebruary 15,2022,which iterates that any online platform operators controllingpersonal information of more than one million users which seeks to list in aforeign stock exchange should also be subject to cybersecurity review.The CAC hassaid that under the proposed rules companies holding data on more than 1,000,000users must now apply for cybersecurity approval when seeking listings in othernations because of the risk that such data and personal information could be“affected,controlled,and maliciously exploited by foreign governments.”Thecybersecurity review will also look into the potential national security risks fromoverseas IPOs.As advised by our PRC legal counsel,AllBright Law Offices(Fuzhou),neither we northe operating entities are subject to cybersecurity review by the CAC,sinceneither we nor the operating entities currently have over one million users2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm17/223personal information and do not anticipate that we will be collecting over onemillion users personal information in the foreseeable future,which we understandmight otherwise subject us to the Cybersecurity Review Measures.62023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm18/223Table of ContentsOn December 24,2021,the CSRC released the Administrative Provisions of the StateCouncil Regarding the Overseas Issuance and Listing of Securities by DomesticEnterprises(Draft for Comments)(the“Draft Administrative Provisions”)and theMeasures for the Overseas Issuance of Securities and Listing Record-Filings byDomestic Enterprises(Draft for Comments)(the“Draft Filing Measures”,andcollectively with the Draft Administrative Provisions,the“Draft Rules RegardingOverseas Listing”),which stipulate that Chinese-based companies,or the issuer,shall fulfill the filing procedures after the issuer makes an application forinitial public offering and listing in an overseas market,and certain overseasoffering and listing such as those that constitute a threat to or endanger nationalsecurity,as reviewed and determined by competent authorities under the StateCouncil in accordance with law,may be prohibited under the Draft Rules RegardingOverseas Listing.On February 17,2023,with the approval of the State Council,theCSRC released the Trial Administrative Measures of Overseas Securities Offering andListing by Domestic Companies(the“Trial Measures”)and five supportingguidelines,which will come into effect on March 31,2023.According to the TrialMeasures,among other requirements,(1)domestic companies that seek to offer orlist securities overseas,both directly and indirectly,should fulfill the filingprocedures with the CSRC;if a domestic company fails to complete the filingprocedures,such domestic company may be subject to administrative penalties;and(2)where a domestic company seeks to indirectly offer and list securities in anoverseas market,the issuer shall designate a major domestic operating entityresponsible for all filing procedures with the CSRC,and such filings shall besubmitted to the CSRC within three business days after the submission of theoverseas offering and listing application.On the same day,the CSRC also held apress conference for the release of the Trial Measures and issued the Notice onAdministration for the Filing of Overseas Offering and Listing by DomesticCompanies,which clarifies that(1)on or prior to the effective date of the TrialMeasures,domestic companies that have already submitted valid applications foroverseas offering and listing but have not obtained approval from overseasregulatory authorities or stock exchanges may reasonably arrange the timing forsubmitting their filing applications with the CSRC,and must complete the filingbefore the completion of their overseas offering and listing;(2)a six-monthtransition period will be granted to domestic companies which,prior to theeffective date of the Trial Measures,have already obtained the approval fromoverseas regulatory authorities or stock exchanges,but have not completed theindirect overseas listing;if domestic companies fail to complete the overseaslisting within such six-month transition period,they shall file with the CSRCaccording to the requirements;and(3)the CSRC will solicit opinions from relevantregulatory authorities and complete the filing of the overseas listing of companieswith contractual arrangements which duly meet the compliance requirements,andsupport the development and growth of these companies.According to our PRC legal counsel,AllBright Law Offices(Fuzhou),as of the dateof this prospectus,neither we nor any of the PRC subsidiaries have been subject toany investigation,or received any notice,warning,or sanction from the CSRC orother applicable government authorities related to this offering.However,we willbe required to file with the CSRC if we cannot obtain the approvals from the SECand Nasdaq for this offering and listing before March 31,2023,or if we obtain theapprovals on or before March 31,2023 but fail to complete this offering andlisting on or before September 30,2023.If we are required to file with the CSRCfor this offering and listing,there is no assurance that we can complete suchfiling in a timely manner or even at all.Any failure by us to comply with suchfiling requirements may result in an order to rectify,warnings and fines againstus and could materially hinder our ability to offer or continue to offer oursecurities.As further advised by our PRC legal counsel,AllBright Law Offices(Fuzhou),as ofthe date of this prospectus,we and the operating entities have received from PRCgovernment authorities all requisite permits or licenses needed to engage in thebusinesses currently conducted in China.Such permits and licenses include ourBusiness License and Special Equipment Registration for Service and Food BusinessLicense.The following table provides details on the permits and licenses held bythe operating entities.Company Permit/License Issuing authority TermNanping GoldenHeaven AmusementPark ManagementCo.,Ltd.Business License Nanping CityAdministration forMarket Regulation Long termChangde JinshengAmusementDevelopment Co.,Business License Changde CityAdministration forMarket Regulation Long term2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm19/223Ltd.Special EquipmentRegistrations forService Changde CityAdministration forMarket Regulation Starting fromOctober 10,2018,renewed each year72023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm20/223Table of ContentsCompany Permit/License Issuing authority TermQujing JinshengAmusementInvestment Co.,Ltd.Business License Qujing City QilinDistrictAdministrativeExamination andApproval Bureau Long term Special EquipmentRegistrations forService Qujing City QilinDistrictAdministration forMarket Regulation Starting from aroundFebruary 2015,renewed each yearTongling JinshengAmusementInvestment Co.,Ltd.Business License TonglingAdministration forMarket Regulation Long termSpecial EquipmentRegistrations forService Tongling Qualityand TechnicalSupervision Bureau Starting from aroundOctober 2016,renewed each yearYuxi JinshengAmusementDevelopment Co.,Ltd.Business License Yuxi City HongtaDistrictAdministration forMarket Regulation Long termSpecial EquipmentRegistrations forService Yuxi City HongtaDistrictAdministration forMarket Regulation Starting fromSeptember 11,2017,renewed each yearYueyang JinshengAmusementDevelopment Co.,Ltd.Business License Yuyang City JunshanDistrictAdministration forMarket Regulation Long termSpecial EquipmentRegistrations forService Yueyang Quality andTechnicalSupervision Bureau Starting fromJuly 2,2018,renewed each yearMangshi JinshengAmusement ParkCo.,Ltd.Business License MangshiAdministration forMarket Regulation Long termSpecial EquipmentRegistrations forService MangshiAdministration forMarket Regulation Starting fromOctober 24,2017,renewed each year Food BusinessLicense MangshiAdministration forMarket Regulation June 15,2020 toJune 14,2026In addition,our ordinary shares may be delisted from a national exchange orprohibited from being traded over-the-counter under the Holding Foreign CompaniesAccountable Act(the“HFCA Act”)if the PCAOB is unable to inspect our auditor fortwo consecutive years.On December 16,2021,the PCAOB issued its determinationsthat the PCAOB was unable to inspect or investigate completely PCAOB-registeredpublic accounting firms headquartered in mainland China and in Hong Kong,becauseof positions taken by PRC authorities in those jurisdictions,which determinationswere vacated on December 15,2022.Our auditor,B F Borgers CPA PC,has beeninspected by the PCAOB on a regular basis,and it is not subject to thedeterminations announced by the PCAOB on December 16,2021.On August 26,2022,thePCAOB signed the SOP Agreements with the CSRC and Chinas Ministry of Finance.TheSOP Agreements establish a specific,accountable framework to make possiblecomplete inspections and investigations by the PCAOB of audit firms based inmainland China and Hong Kong,as required under U.S.law.On December 15,2022,thePCAOB Board determined that the PCAOB was able to secure complete access to inspectand investigate registered public accounting firms headquartered in mainland Chinaand Hong Kong and voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate thePCAOBs access in the future,the PCAOB Board will consider the need to issue anew determination.On June 22,2021,the U.S.Senate passed the AcceleratingHolding Foreign Companies Accountable Act,and on December 29,2022,legislationentitled“Consolidated Appropriations Act,2023”(the“Consolidated2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm21/223Appropriations Act”)was signed into law by President Biden,which contained,among other things,an identical provision to the Accelerating Holding ForeignCompanies Accountable Act and amended the HFCA Act by requiring the SEC to prohibitan issuers securities from trading on any82023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm22/223Table of ContentsU.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three,thus reducing the time period for triggeringthe delisting of our Company and the prohibition of trading in our securities ifthe PCAOB is unable to inspect our accounting firm at such future time.If tradingin our ordinary shares is prohibited under the HFCA Act in the future because thePCAOB determines that it cannot inspect or fully investigate our auditor at suchfuture time,Nasdaq may determine to delist our ordinary shares and trading in ourordinary shares could be prohibited.See“Risk Factors Risks Related to OurOrdinary Shares and This Offering Recent joint statement by the SEC and thePCAOB proposed rule changes submitted by Nasdaq,and the Holding Foreign CompaniesAccountable Act passed by the US Senate all call for additional and more stringentcriteria to be applied to emerging market companies upon assessing thequalification of their auditors,especially the non-U.S.auditors who are notinspected by the PCAOB.These developments could add uncertainties to ouroffering”beginning on page 34 of this prospectus.Cash Transfers and Dividend DistributionsAs of the date of this prospectus,our Cayman Islands holding company has notdeclared or paid dividends,made distributions,or transferred assets to itssubsidiaries or to investors in the past,nor have any dividends,distributions orasset transfers been made by any subsidiary to the Cayman Islands holding company.Our board of directors has complete discretion on whether to distribute dividends,subject to applicable laws.We do not have any current plan to declare or pay anycash dividends on our ordinary shares in the foreseeable future after thisoffering.See“Risk Factors Risks related to Our Ordinary Shares and ThisOffering We currently do not expect to pay dividends in the foreseeable futureafter this offering and you must rely on price appreciation of our ordinary sharesfor return on your investment”beginning on page 37 of this prospectus.Subject tocertain contractual,legal and regulatory restrictions,cash and capitalcontributions may be transferred among our Cayman Islands holding company and theChinese operating entities.If needed,our Cayman Islands holding company cantransfer cash to the Chinese operating entities through loans and/or capitalcontributions,and the Chinese operating entities can transfer cash to our CaymanIslands holding company through loans and/or issuing dividends or otherdistributions.There are limitations on the ability to transfer cash between theCayman Islands holding company,the Chinese operating entities or investors.Cashtransfers from the Cayman Islands holding company to the Chinese operating entitiesare subject to the applicable PRC laws and regulations on loans and directinvestment.See“Risk Factors Risks Related to Doing Business in the PRC PRCregulations of loans and direct investment by offshore holding companies to PRCentities may delay or prevent us from using the proceeds of our offshore financingto make loans or additional capital contributions to the operating entities,whichcould materially and adversely affect our liquidity and business”beginning onpage 29 of this prospectus.If any of the operating entities incurs debt on its ownbehalf in the future,the instruments governing such debt may restrict theirability to pay dividends to us.Cash transfers from the Chinese operating entitiesto the Cayman Islands holding company are subject to the current PRC regulations,which permit the Chinese operating entities to pay dividends to their shareholdersonly out of their accumulated profits,if any,determined in accordance with PRCaccounting standards and regulations.See“Risk Factors Risks Related to DoingBusiness in the PRC We may rely on dividends and other distributions on equitypaid by the operating entities to fund any cash and financing requirements we mayhave.To the extent funds 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 useoutside of the PRC due to interventions in or the imposition of restrictions andlimitations on the ability of our company or the operating entities by the PRCgovernment to transfer cash or assets”beginning on page 29 of this prospectus.Cash transfers from the Cayman Islands holding company to the investors is subjectto the restrictions on the remittance of Renminbi into and out of China andgovernmental control of currency conversion.See“Risk Factors Risks Related toDoing Business in the PRC Restrictions on the remittance of Renminbi into andout of China and governmental control of currency conversion may limit our abilityto pay dividends and other obligations,and affect the value of your investment”beginning on page 30 of this prospectus.Additionally,to the extent cash or assetsin the business is in China or a Chinese operating entity,the funds or assets maynot be available to fund operations or for other use outside of China due tointerventions in or the imposition of restrictions and limitations on the abilityof our company or the operating entities by the PRC government to transfer cash orassets.See“Risk Factors Risks Related to Doing Business in the PRC We mayrely on dividends and other distributions on equity paid by the operating entitiesto fund any cash and financing requirements we may have.To the extent funds orassets in the business are in the PRC or a PRC entity,the funds or assets may notbe available to fund operations or for other use outside of the PRC due to2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm23/223interventions in or the imposition of restrictions and limitations on the abilityof our company or the operating entities by the PRC government to transfer cash orassets”beginning on page 29 of this prospectus.As of the date of this prospectus,we have not maintained any cash managementpolicies that dictate the purpose,amount and procedure of fund transfers among ourCayman Islands holding company,our subsidiaries,or investors.Rather,the fundscan be transferred in accordance with the applicable laws and regulations.92023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm24/223Table of ContentsCorporate InformationOur principal executive offices are located at No.8 Banhouhaichuan Rd,Xiqin Town,Yanping District,Nanping City,Fujian Province,China 353001,and our telephonenumber is 86 0599 8508022.Our website is .Information contained on,or available through,our website does not constitute part of,and is not deemedincorporated by reference into,this prospectus.Our registered office in theCayman Islands is located at the office of Harneys Fiduciary(Cayman)Limited,4thFloor,Harbour Place,103 South Church Street,P.O.Box 10240,Grand Cayman KY1-1002,Cayman Islands.Our agent for service of process in the United States isCogency Global Inc.,122 East 42nd Street,18th Floor,New York,NY 10168.Implications of Being an Emerging Growth CompanyAs a company with less than US$1.235 billion in revenue during our last fiscalyear,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Act of 2012,as amended,or the JOBS Act.As long as we remain anemerging growth company,we may rely on exemptions from some of the reportingrequirements applicable to public companies that are not emerging growth companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and onlytwo years of related Managements Discussion and Analysis of FinancialCondition and Results of Operations,or“MD&A;”are not required to provide a detailed narrative disclosure discussing ourcompensation principles,objectives and elements and analyzing how thoseelements fit with our principles and objectives,which is commonlyreferred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors onour managements assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from ourshareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisionsrequiring a pay-for-performance graph and chief executive officer payratio disclosure;are eligible to claim longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control overfinancial reporting until our second annual report on Form 20-F followingthe effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements andexemptions,including the longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act.Our election touse the phase-in periods may make it difficult to compare our financial statementsto those of non-emerging growth companies and other emerging growth companies thathave opted out of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described reduced reportingrequirements and exemptions until we no longer meet the definition of an emerginggrowth company.We will remain an emerging growth company until the earliest of(a)the last day of the fiscal year during which we have total annual grossrevenues of at least US$1.235 billion;(b)the last day of our fiscal yearfollowing the fifth anniversary of the completion of this offering;(c)the date onwhich we have,during the preceding three-year period,issued more thanUS$1.0 billion in non-convertible debt;or(d)the date on which we are deemed tobe a“large accelerated filer”under the United States SecuritiesExchange Act of 1934,as amended,or the Exchange Act,which would occur if themarket value of our ordinary shares that are held by non-affiliates exceedsUS$700 million as of the last business day of our most recently completed secondfiscal quarter.Once we cease to be an emerging growth company,we will not beentitled to the exemptions provided in the JOBS Act discussed above.102023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm25/223Table of ContentsForeign Private Issuer StatusWe are a foreign private issuer within the meaning of the rules under theSecurities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we areexempt from certain provisions applicable to United States domestic publiccompanies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our homecountry requirements,which are less rigorous than the rules that apply todomestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuersfrom making selective disclosures of material information;we are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.Conventions that Apply to this ProspectusUnless we indicate otherwise,references in this prospectus to:“BVI”are to the British Virgin Islands;“CAC”are to the Cyberspace Administration of China;“China”and the“PRC”are to the Peoples Republic of China,excluding,for the purposes of this prospectus only,Taiwan;“CSRC”are to the China Securities Regulatory Commission;“Exchange Act”are to the Securities Exchange Act of 1934,as amended;“Nasdaq”are to Nasdaq Stock Market LLC;“NDRC”are to the National Development and Reform Commission of the PRC;“operating entities”are to the six subsidiaries that conduct ouroperations in China,consisting of Changde Jinsheng Amusement DevelopmentCo.,Ltd.,Qujing Jinsheng Amusement Investment Co.,Ltd.,TonglingJinsheng Amusement Investment Co.,Ltd.,Yuxi Jinsheng AmusementDevelopment Co.,Ltd.,Yueyang Jinsheng Amusement Development Co.,Ltd.,and Mangshi Jinsheng Amusement Park Co.,Ltd.;“Ordinary Shares”are to the ordinary shares of the Company,par value$0.0001 per share;“RMB”and“Renminbi”are to the legal currency of China;“SEC”are to the United States Securities and Exchange Commission;“Securities Act”are to the Securities Act of 1933,as amended;“U.S.”,“US”or“United States”are to United States of America,itsterritories,its possessions and all areas subject to its jurisdiction;“US$,”“$”and“U.S.dollars”are to the legal currency of theUnited States;and “we,”“the Company,”“us,”“our company,”“our”are to GoldenHeaven Group Holdings Ltd.,our Cayman Islands holding company,unless thecontext suggests otherwise,and also includes its subsidiaries whendescribing the consolidated financial information of Golden Heaven GroupHoldings Ltd.112023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm26/223Table of ContentsOur reporting and functional currency is the Renminbi.Solely for the convenienceof the reader,this prospectus contains translations of some RMB amounts intoU.S.dollars,at specified rates.Except as otherwise stated in this prospectus,all translations from RMB to U.S.dollars are made at RMB6.58 to US$1.00.Norepresentation is made that the RMB amounts referred to in this prospectus couldhave been or could be converted into U.S.dollars at such rate.We have maderounding adjustments to reach some of the figures included in this prospectus.Consequently,numerical figures shown as totals in some tables may not bearithmetic aggregations of the figures that precede them.Our fiscal year end is September 30.References to a particular“fiscal year”areto our fiscal year ended September 30 of that calendar year.Our auditedconsolidated financial statements have been prepared in accordance with thegenerally accepted accounting principles in the United States(the“US GAAP”).This prospectus contains information derived from various public sources andcertain information from an industry report commissioned by us and prepared byiResearch,Inc.,a third-party industry research firm,to provide informationregarding our industry and market position.Such information involves a number ofassumptions and limitations,and you are cautioned not to give undue weight tothese estimates.We have not independently verified the accuracy or completeness ofthe data contained in these industry publications and reports.The industry inwhich we operate is subject to a high degree of uncertainty and risk due to varietyof factors,including those described in the“Risk Factors”section.These andother factors could cause results to differ materially from those expressed inthese publications and reports.We have proprietary rights to trademarks used in this prospectus that are importantto our business,many of which are registered under applicable intellectualproperty laws.Solely for convenience,the trademarks,service marks and tradenames referred to in this prospectus are without the,and other similarsymbols,but such references are not intended to indicate,in any way,that we willnot assert,to the fullest extent under applicable law,our rights or the rights ofthe applicable licensors to these trademarks,service marks and trade names.Thisprospectus contains additional trademarks,service marks and trade names of others.All trademarks,service marks and trade names appearing in this prospectus are,toour knowledge,the property of their respective owners.We do not intend our use ordisplay of other companies trademarks,service marks or trade names to imply arelationship with,or endorsement or sponsorship of us by,any other person.122023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm27/223Table of ContentsThe OfferingOffering Price We currently estimate that the initial publicoffering price will be between US$4.00 andUS$5.00 per ordinary share.Ordinary Shares offered by us 2,000,000 ordinary sharesOrdinary Shares outstanding priorto the completion of thisoffering 50,000,000 ordinary sharesOrdinary Shares outstandingimmediately after this offering 52,000,000 ordinary sharesUse of Proceeds We anticipate using the net proceeds of thisoffering primarily for the purposes of expandingthe market share and improving our financialperformance.See“Use of Proceeds”for moreinformation.Lock-up We have agreed with the underwriters,subject tocertain exceptions,not to sell,transfer orotherwise dispose of any ordinary shares orsimilar securities for a period ending threemonths after the commencement of sales of theoffering.Furthermore,each of our directors,executive officers and shareholders of 5%or moreof our ordinary shares has also entered into asimilar lock-up agreement for a period of sixmonths from the date of this prospectus,subjectto certain exceptions,with respect to ourordinary shares and similar securities.Listing We intend to apply to have our ordinary shareslisted on the Nasdaq Capital Market under thesymbol“GDHG.”This offering is contingent onthe listing of our ordinary shares on the NasdaqCapital Market.At this time,the Nasdaq CapitalMarket has not yet approved our application tolist our ordinary shares.There is no assurancethat such application will be approved,and ifour application is not approved by the NasdaqCapital Market,this offering may not becompleted.Payment and settlement The underwriters expect to deliver ordinaryshares against payment on,2023,through thefacilities of The Depository Trust Company,orDTC.Risk Factors See“Risk Factors”and other informationincluded in this prospectus for a discussion ofrisks you should carefully consider beforeinvesting in our ordinary shares.Capital Structure and VotingRights Our authorized share capital is US$50,000 dividedinto 500,000,000 ordinary shares of par valueUS$0.0001 each.Holders of ordinary shares are entitled to onevote per one Ordinary Share.See“Description ofShare Capital.”132023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm28/223Table of ContentsRISK FACTORSAn investment in our ordinary shares involves a high degree of risk.Before decidingwhether to invest in our ordinary shares,you should consider carefully the risksdescribed below,together with all of the other information set forth in thisprospectus,including the section titled“Managements Discussion and Analysis ofFinancial Condition and Results of Operations”and our consolidated financialstatements and related notes.If any of these risks actually occurs,our business,financial condition,results of operations,or cash flow could be materially andadversely affected,which could cause the trading price of our ordinary shares todecline,resulting in a loss of all or part of your investment.The risks describedbelow and discussed in other parts of this prospectus are not the only ones that weface.Additional risks not presently known to us or that we currently deem immaterialmay also affect our business.You should only consider investing in our ordinaryshares if you can bear the risk of loss of your entire investment.We are providing the following summary of the risk factors contained in thisprospectus to enhance the readability and accessibility of our risk factordisclosures.We encourage you to carefully review the full risk factors contained inthis prospectus in their entirety for additional information regarding the risks thatcould cause our actual results to vary materially from recent results or from ouranticipated future results.Risks Related to Our Business and Industry The COVID-19 pandemic has disrupted the operating entities business andwill adversely affect our results of operations and various other factorsbeyond our control could adversely affect our financial condition andresults of operations.The parks managed by the operating entities are located on leasedproperties,and there is no assurance that the operating entities will beable to renew the leases or find suitable alternative premises upon theexpiration of the relevant lease terms.The operating entities may not be able to maintain or increase the cost-effectiveness of their entertainment offerings.The high fixed cost structure of park operations can result in significantlylower margins if revenues decline.Declines in discretionary guest spending and guest confidence,or changes inguest tastes and preferences,could affect the profitability of theoperating entities business.If the operating entities are unable to conduct marketing activities in acost-effective manner,our results of operations and financial condition maybe materially and adversely affected.The operating entities operate in a competitive industry and their revenues,profits or market share could be harmed if they are unable to competeeffectively.Our historical financial and operating results are not indicative of futureperformance and our financial and operating results may fluctuate.The operating entities may not be able to fund capital investment in futureprojects and may not achieve the desired outcome of their growthinitiatives.The operating entities may not succeed in their cost saving strategies.The operating entities may be unable to contract with third-party suppliersfor rides and attractions,and construction delays may occur and impactattraction openings.Financial distress experienced by business partners and other contractcounterparties could have an adverse impact on the operating entities.Increased labor costs,inability to retain suitable employees,orunfavorable labor relations may adversely affect the business,financialcondition or results of operations.If the operating entities lose key personnel,their business may beadversely affected.142023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm29/223Table of Contents If the operating entities intellectual property rights are infringed on bythird-parties or if the operating entities are alleged or found to haveinfringed on the intellectual property rights of others,it may adverselyaffect the business of the operating entities.The operating entities business depends on the continued success of theirbrand,and if they fail to maintain and enhance the recognition of theirbrand,they may face difficulty expanding their business.Incidents or adverse publicity concerning the parks or the amusement parkindustry in general could harm the brand,reputation or profitability of theoperating entities.Adverse litigation judgments or settlements resulting from legal proceedingscould reduce the profits or negatively affect the business operations of theoperating entities.Bad or extreme weather conditions can reduce park attendance.Significant revenue is generated in Hunan Province,China.Therefore anyrisks affecting that area may materially adversely affect the business ofthe operating entities.The insurance coverage maintained by the operating entities may not beadequate to cover all possible losses and the insurance costs may increase.Interruptions or failures that impair access to information technologysystems could adversely affect the business of the operating entities.Certain data and information in this prospectus were obtained from third-party sources and were not independently verified by us.Risks Related to Doing business in the PRC Adverse changes in economic,political and social conditions of the PRCgovernment could have a material adverse effect on the operating entitiesbusiness.The legal system of the PRC is not fully developed and there are inherentuncertainties that may affect the protection afforded to the operatingentities business and our shareholders.The Chinese government exerts substantial influence over the manner in whichthe operating entities conduct their business activities,may intervene orinfluence such operations at any time,or may exert more control overofferings conducted overseas and/or foreign investment in China-basedissuers,which could result in a material change in such operations and thevalue of our ordinary shares,significantly limit or completely hinder ourability to offer or continue to offer securities to investors,and cause thevalue of our securities to significantly decline or be worthless.Failing to obtain the approval from the NDRCs provincial counterparts orother PRC government authorities may have an adverse effect on the operatingentities business activities.The approval and/or other requirements of the CSRC or other PRC governmentauthorities may be required in connection with an offering under PRC rules,regulations or policies,and,if required,we cannot predict whether or howsoon we will be able to obtain such approval.Recent greater oversight by the CAC over data security,particularly forcompanies seeking to list on a foreign exchange,could adversely impact ourbusiness and our offering.PRC regulations relating to the establishment of offshore special purposecompanies by PRC residents may subject the operating entities to liabilityor penalties,limit our ability to inject capital into the operatingentities,limit the operating entities ability to increase theirregistered capital or distribute profits to us,or may otherwise adverselyaffect us.PRC laws and regulations establish more complex procedures for someacquisitions of PRC companies by foreign investors,which could make it moredifficult for us to pursue growth through acquisitions in China.152023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm30/223Table of Contents We may rely on dividends and other distributions on equity paid by theoperating entities to fund any cash and financing requirements we may have.To the extent funds or assets in the business are in the PRC or a PRCentity,the funds or assets may not be available to fund operations or forother use outside of the PRC due to interventions in or the imposition ofrestrictions and limitations on the ability of our company or the operatingentities by the PRC government to transfer cash or assets.PRC regulations of loans and direct investment by offshore holding companiesto PRC entities may delay or prevent us from using the proceeds of ouroffshore financing to make loans or additional capital contributions to theoperating entities,which could materially and adversely affect ourliquidity and business.We may be exposed to liabilities under the Foreign Corrupt Practices Act andChinese anti-corruption laws.Restrictions on the remittance of Renminbi into and out of China andgovernmental control of currency conversion may limit our ability to paydividends and other obligations,and affect the value of your investment.Fluctuations in exchange rates could result in foreign currency exchangelosses.The enforcement of the PRC Labor Contract Law and other labor-relatedregulations in the PRC may adversely affect the operating entitiesbusiness and results of operations.The custodians or authorized users of our controlling non-tangible assets,including chops and seals,may fail to fulfill their responsibilities,ormisappropriate or misuse these assets.If we are classified as a PRC resident enterprise for PRC income taxpurposes,such classification could result in unfavorable tax consequencesto us and our non-PRC shareholders.Our business may be materially and adversely affected if any of theoperating entities declares bankruptcy or becomes subject to a dissolutionor liquidation proceeding.If the operating entities are not in compliance with the relevant PRC taxlaws and regulations,our financial condition and results of operations maybe negatively affected.If we become directly subject to the recent scrutiny,criticism and negativepublicity involving U.S.-listed Chinese companies,we may have to expendsignificant resources to investigate and resolve the matter which could harmour operations and reputation and could result in a loss of your investmentin our ordinary shares,especially if such matter cannot be addressed andresolved favorably.It may be difficult for overseas regulators to conduct investigation orcollect evidence within China.You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions in China against us or ourmanagement named in the prospectus based on foreign laws.Risks Related to Our Ordinary Shares and This Offering Recent joint statement by the SEC and the PCAOB proposed rule changessubmitted by Nasdaq,and the Holding Foreign Companies Accountable Actpassed by the US Senate all call for additional and more stringent criteriato be applied to emerging market companies upon assessing the qualificationof their auditors,especially the non-U.S.auditors who are not inspected bythe PCAOB.These developments could add uncertainties to our offering.There has been no public market for our ordinary shares prior to thisoffering,and you may not be able to resell our ordinary shares at or abovethe price you paid,or at all.Because our initial public offering price is substantially higher than ournet tangible book value per share,you will experience immediate andsubstantial dilution.The trading price of our ordinary shares is likely to be volatile,whichcould result in substantial losses to investors.If securities or industry analysts cease to publish research or reportsabout our business,or if they adversely change their recommendations2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm31/223regarding the ordinary shares,the market price for the ordinary shares andtrading volume could decline.162023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm32/223Table of Contents Substantial future sales or perceived potential sales of our ordinary sharesin the public market could cause the price of our ordinary shares todecline.We currently do not expect to pay dividends in the foreseeable future afterthis offering and you must rely on price appreciation of our ordinary sharesfor return on your investment.We have broad discretion in the use of the net proceeds from our initialpublic offering and may not use them effectively.You may face difficulties in protecting your interests,and your ability toprotect your rights through U.S.courts may be limited,because we areincorporated under Cayman Islands law.Certain judgments obtained against us by our shareholders may not beenforceable.There can be no assurance that we will not be a passive foreign investmentcompany(“PFIC”)for United States federal income tax purposes for anytaxable year,which could subject United States holders of our ordinaryshares to significant adverse United States federal income tax consequences.For as long as we are an emerging growth company,we will not be required tocomply with certain reporting requirements,including those relating toaccounting standards and disclosure about our executive compensation,thatapply to other public companies.We are a foreign private issuer within the meaning of the rules under theExchange Act,and as such we are exempt from certain provisions applicableto U.S.domestic public companies.If we fail to establish and maintain proper internal financial reportingcontrols,our ability to produce accurate financial statements or complywith applicable regulations could be impaired.As a company incorporated in the Cayman Islands,we are permitted to adoptcertain home country practices in relation to corporate governance mattersthat differ significantly from the Nasdaq listing standards.These practicesmay afford less protection to shareholders than they would enjoy if wecomplied fully with corporate governance listing standards.We will incur increased costs as a result of being a public company,particularly after we cease to qualify as an“emerging growth company.”We may lose our foreign private issuer status in the future,which couldresult in significant additional costs and expenses.The obligation to disclose information publicly may put us at a disadvantageto competitors that are private companies.The price of our ordinary shares could be subject to rapid and substantialvolatility.The following risk factors should be read carefully in connection with evaluating usand this prospectus.Certain statements in“Risk Factors”are forward-lookingstatements.See“Special Note Regarding Forward-Looking Statements”elsewhere inthis prospectus.Risks Related to Our Business and IndustryThe COVID-19 pandemic has disrupted the operating entities business andwill adversely affect our results of operations and various other factorsbeyond our control could adversely affect our financial condition andresults of operations.In response to the COVID-19 pandemic,quarantines,travel restrictions,socialdistancing rules,and lockdown measures have been implemented and may be re-implemented pursuant to governmental orders and mandates in China.These actions,inaddition to concerns relating to the public health impacts of the virus,may preventthe operating entities from conducting business activities at full capacity and maylead to temporary cessation of certain business activities.172023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm33/223Table of ContentsFor example,in the fourth quarter of 2021,China experienced severe COVID-19outbreaks and implemented various COVID-19 restrictions.As a result,the operatingentities were adversely affected.Tongling West Lake Amusement World was closed fromMarch 16 to April 10,2022,and the number of guest visits per month at eachamusement park declined by approximately 1,000 to 23,000 from February 2022 toApril 2022.Since the end of 2022,China has eased the COVID-19 restrictions.Despite the ongoing economic recovery,the extent and duration of the impacts of theCOVID-19 pandemic over the long term and the measures implemented in response to theCOVID-19 pandemic remain uncertain.The COVID-19 pandemic could continue to have asignificant adverse impact on the operating entities business,including futurepark closures,disruptions in business activities,restrictions on travel,prohibitions on public gatherings,decrease in park attendance,and reduction inguest spending,any of which events could materially and adversely impact ourfinancial condition,and results of operations.In addition to the COVID-19 pandemic,various other factors beyond our control couldadversely affect the operating entities business,our financial condition,andresults of operations.Such factors include,but are not limited to:natural disasters,such as hurricanes,fires,earthquakes,tsunamis,tornados,floods and volcanic eruptions and man-made disasters,such as oilspills,any of which may deter travelers from scheduling vacations or causethem to cancel travel or vacation plans;outbreaks of pandemic or contagious diseases or guests concerns relatingto potential exposure to travel-related health concerns,such as pandemicsand epidemics such as coronaviruses,Ebola,Zika,Influenza H1N1,avian birdflu,SARS and MERS;changes in the desirability of particular locations or guest travelpatterns;oil prices and travel costs and the financial condition of the airline,automotive and other transportation-related industries,any travel-relateddisruptions or incidents and their impact on travel,particularly to or incities where we have parks;war,terrorist activities or threats and heightened travel security measuresinstituted in response to these events;actions or statements by governmental officials related to travel and theresulting public perception of travel;and interruption of public or private utility services to the parks.Any one or more of these factors could adversely affect attendance,revenue,and percapita spending at the parks,which could adversely affect the operating entitiesbusiness,and,in turn,our financial condition and results of operations.The parks managed by the operating entities are located on leasedproperties,and there is no assurance that the operating entities will beable to renew the leases or find suitable alternative premises upon theexpiration of the relevant lease terms.All of the parks managed by the operating entities are located on properties leasedfrom the local governments in China.Although the operating entities are entitled tothe right of first refusal to renew all of the current leases upon their expirationand have maintained good relationships with the governments,there is no assurancethat the operating entities will be able to renew such leases on commerciallyreasonable terms,or at all.In the event that the operating entities are unable torenew the current leases,they will be forced to relocate and may not be able to findsuitable alternative premises.Even if they are able to find desirable alternativelocations,they may incur extraordinary relocation costs,hefty rental payments andsignificant managerial expenses.If any of these events occurs,the operatingentities business,and,in turn,our financial condition and results of operationsmay be materially and adversely affected.The operating entities may not be able to maintain or increase the cost-effectiveness of their entertainment offerings.The operating entities offer a variety of cost-effective recreational experiences tothe park guests.The current pricing for their entertainment offerings is based,inpart,on the guests spending power and has remained at a relatively low level.Theoperating entities could be compelled to increase the pricing due to various factorsbeyond their control including,but not limited to,any deterioration of generaleconomic or other conditions in the areas where the parks2023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm34/223182023/3/10https:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htmhttps:/www.sec.gov/Archives/edgar/data/1928340/000121390023018043/ff12023a3_goldenheaven.htm35/223Table of Contentsare located,increases in the prices charged by the suppliers,impairment to themajor assets in the parks,increases in repairs and maintenance costs,and changes inmarket trends and competition.If any of these events takes place,the operatingentities may not be able to maintain or increase the cost-effectiveness of theirentertainment offerings.As a result,their business,and our financial condition andresults of operations could be materially and adversely affected.The high fixed cost structure of park operations can result insignificantly lower margins if revenues decline.The operating entities significant expenses are attrib