SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 8, 2025

Jin Xu
Chief Executive Officer
Golden Heaven Group Holdings Ltd.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001

 Re: Golden Heaven Group Holdings Ltd.
 Form 20-F for the Fiscal Year Ended September 30, 2024
 File No. 1-41675
Dear Jin Xu:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Loeb & Loeb LLP
 2206-19 Jardine House
 1 Connaught Place, Central
 Hong Kong
 Tel +852 3923 1111
 Fax +852 3923 1100
 Email HongKong@loeb.com

 樂博律師事務所有限法律責任合夥
 香港中環康樂廣場1號
 怡和大廈2206-19室
 電話 +852 3923 1111
 傳真 +852 3923 1100
 電郵 HongKong@loeb.com

 Via EDGAR

 July 21, 2025

 Ta Tanisha Meadows and Adam Phippen
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549

 Re:
 Golden Heaven Group Holdings Ltd.

 Response dated May 21, 2025

 File No. 1-41675

 Dear Ms. Meadows and Mr. Phippen:

 On behalf of our client, Golden Heaven Group Holdings Ltd. (the "Company"),
we hereby provide a response to the comments issued in a letter dated June 18, 2025 (the "Staff's Letter") regarding
the Company's response dated May 21, 2025 to the Staff's comment letter dated May 8, 2025 (the "Response").

 In order to facilitate the review by the staff of the Securities and
Exchange Commission (the "Staff"), we have responded, on behalf of the Company, to the comments set forth in the Staff's
Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff's comments and correspond to the
numbered paragraph in the Staff's Letter.

 Amendment No. 1 to Form 20-F Filed
April 7, 2025

 Consolidated Balance Sheets, page
F-3

 1.
 We reviewed your response to prior comment 1. ASC 210-10-20 states, "[c]urrent assets is used to designate cash and other assets or resources commonly identified as those that are reasonably expected to be realized in cash or sold or consumed during the normal operating cycle of the business. See paragraphs 210-10-45-1 through 45-4." Please tell us how these prepayments fit in this definition of current assets. In doing so, tell us if you expect to realize cash from these prepayments or whether you expect to sell the prepayment or related equipment. In addition, ASC 210-10-45-4a states that the concept of the nature of current assets excludes from that classification, "[c]ash and claims to cash that are...designated for expenditure in the acquisition or construction of noncurrent assets...." Further, ASC 210-10-45-4f states that the concept of the nature of current assets contemplates the exclusion of "depreciable assets." Please tell us how you considered this guidance in classifying the prepayments as current.

 Response: The Company respectfully advises the Staff that as
of September 30, 2024, the prepayments totalling RMB269.3 million relate to contractual arrangements for amusement equipment procurement
and limited ancillary preparation work. These contracts allow cancellation without penalty and provide for full refund of undelivered
or unexpended portions.

 As previously disclosed, two of the five projects were cancelled post-period
end, and RMB106.7 million was refunded in full, confirming the legal enforceability and practical realization of cash. For the remaining
prepayments, the Company expects either delivery of the equipment or refund within twelve months of the balance sheet date. The Company
has received RMB2,569,040 to date. Therefore, they are considered current under ASC 210-10-20.

 Regarding ASC 210-10-45-4a and 45-4f, we respectfully clarify that
these prepayments do not meet the definition of capital expenditures for noncurrent assets at this time. The transactions have not yet
resulted in the acquisition of depreciable long-lived assets. In particular:

 ● Under ASC 210-10-45-4a, funds designated for acquiring noncurrent assets
must be committed toward expenditures; here, the Company has full discretion to cancel and recover funds.

 ● Under ASC 210-10-45-4f, the assets are not yet capitalized nor depreciable
as they are not owned or in service.

 Therefore, the Company concluded that current classification remains
appropriate based on refundability, lack of economic commitment, and expectation of realization within one year.

 Consolidated Statements of Cash
Flows, page F-6

 2.
 We reviewed your response to prior comment 2. ASC 230-10-45-13c specifically states that advance payments for the purchase of property, plant and equipment and other productive assets are investing cash outflows. Please tell us your consideration of this specific guidance in concluding how to classify the prepayments.

 Response: The Company respectfully advises the Staff that the
Company acknowledges ASC 230-10-45-13c and agrees that advance payments for capital assets are normally classified as investing activities.
However, we respectfully submit that, in substance, our prepayments do not yet qualify as capital expenditures under this guidance for
the following reasons:

 ● The contracts are cancellable with full refunds, and there was no transfer
of ownership or control of equipment as of the reporting date.

 ● The substance of the transactions does not yet reflect an acquisition of
productive assets. As noted, the Company exercised its cancellation rights after the balance sheet date, securing full refunds on two
projects.

 ● The payments were made in anticipation of potential capital purchases, but
economic commitment and ownership had not occurred, thus failing the threshold under ASC 230-10-45-13c for classification as investing
outflows.

 In line with ASC 230-10-45, which emphasizes classification based on
the substance of the transaction, the Company believes that presenting the prepayments as operating cash outflows is most reflective of
their economic nature as of September 30, 2024.

 Please contact me at (852) 3923 1187, Alex Weniger-Araujo at (212)
407 4063, Terry Bokosha at (212) 407 4912 or Benjamin Yao at (852) 3923 1154 if you would like additional information with respect to
any of the foregoing. Thank you.

 Sincerely,

 /s/ Henry Yin

 Henry Yin

 cc: Jin Xu, Chief Executive Officer, Golden Heaven Group Holdings Ltd.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 18, 2025

Jin Xu
Chief Executive Officer
Golden Heaven Group Holdings Ltd.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001

 Re: Golden Heaven Group Holdings Ltd.
 Response dated May 21, 2025
 File No. 1-41675
Dear Jin Xu:

 We have reviewed your May 21, 2025 response to our comment letter and
have the
following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our May 8,
2025 letter.

Amendment No. 1 to Form 20-F Filed April 7, 2025
Consolidated Balance Sheets, page F-3

1. We reviewed your response to prior comment 1. ASC 210-10-20 states,
"[c]urrent
 assets is used to designate cash and other assets or resources commonly
identified as
 those that are reasonably expected to be realized in cash or sold or
consumed during
 the normal operating cycle of the business. See paragraphs 210-10-45-1
through 45-
 4." Please tell us how these prepayments fit in this definition of
current assets. In
 doing so, tell us if you expect to realize cash from these prepayments
or whether you
 expect to sell the prepayment or related equipment. In addition, ASC
210-10-45-4a
 states that the concept of the nature of current assets excludes from
that
 classification, "[c]ash and claims to cash that are...designated for
expenditure in the
 acquisition or construction of noncurrent assets...." Further, ASC
210-10-45-4f states
 that the concept of the nature of current assets contemplates the
exclusion of
 June 18, 2025
Page 2

 "depreciable assets." Please tell us how you considered this guidance in
classifying the
 prepayments as current.
Consolidated Statements of Cash Flows, page F-6

2. We reviewed your response to prior comment 2. ASC 230-10-45-13c
specifically
 states that advance payments for the purchase of property, plant and
equipment and
 other productive assets are investing cash outflows. Please tell us your
consideration
 of this specific guidance in concluding how to classify the prepayments.

 Please contact Ta Tanisha Meadows at 202-551-3322 or Adam Phippen at
202-551-
3336 if you have questions regarding comments on the financial statements and
related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Loeb & Loeb LLP
 2206-19 Jardine House
 1 Connaught Place, Central
 Hong Kong
 Tel +852 3923 1111
 Fax +852 3923 1100
 Email HongKong@loeb.com

 樂博律師事務所有限法律責任合夥
 香港中環康樂廣場 1 號
 怡和大廈 2206-19 室
 電話
 +852 3923 1111
 傳真 +852 3923 1100
 電郵 HongKong@loeb.com

 Via EDGAR

 May 21, 2025

 Ta Tanisha Meadows and Adam Phippen
 U.S. Securities & Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Re:
 Golden Heaven Group Holdings Ltd.

 Amendment No. 1 to Form 20-F

 Response dated April 4, 2025

 File No. 1-41675

 Dear Ms. Meadows and Mr. Phippen:

 On behalf of our client, Golden Heaven Group Holdings Ltd. (the "Company"),
we hereby provide a response to the comments issued in a letter dated May 8, 2025 (the "Staff's Letter") regarding the
Company's Amendment No. 1 to Form 20-F for the Fiscal Year Ended September 30, 2024 (the "Amendment No. 1") and response
dated April 4, 2025 to the Staff's comment letter dated March 21, 2025 (the "Response").

 In order to facilitate the review by the staff of the Securities and
Exchange Commission (the "Staff") of the Amended Form 20-F, we have responded, on behalf of the Company, to the comments set
forth in the Staff's Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff's comments
and correspond to the numbered paragraph in the Staff's Letter.

 Amendment No. 1 to Form 20-F Filed
April 7, 2025

 Consolidated Balance Sheets, page
F-3

 1. Activities necessary to acquire property, plant and equipment and bring it to the condition
and location necessary for its intended use are defined and discussed in ASC 360-10-20 and 30-1. In this definition, the guidance states,
"[t]he term activities is to be construed broadly. It encompasses physical construction of the asset. In addition, it includes all
the steps required to prepare the asset for its intended use…." Please tell us your consideration of classifying "Prepayments
for projects" disclosed in Notes 3 and 4 in the "Property and equipment, net" line item of your Consolidated Balance Sheets
and describing it as construction in progress in the related Note 5. In doing so, explain in detail the nature of the projects and your
consideration of the guidance cited in this comment. Lastly, tell us why you classify a significant portion of prepayments of projects
as current when they appear to be non-current in nature. Refer to ASC 210-10-20.

 Response: The Company respectfully advises
the Staff that as of September 30, 2024, the Company reported total prepayments of RMB269.3 million related to five amusement park projects.
These prepayments were not included within "Property and equipment, net" on the consolidated balance sheet, as they do not
meet the definition of construction in progress under ASC 360-10-20 and ASC 360-10-30-1. Although the related contracts are titled as
"Construction Contracts," their substance is primarily related to the procurement of amusement equipment and ancillary site
work. Ancillary site work is limited to preparatory activities such as grading and temporary safety setup. These activities do not constitute
the acquisition or construction of a long-lived asset under U.S. GAAP.

 Principal Robert CALDWELL Roy CHOI Michael FUNG Lewis HO Jeffrey KUNG Lynia LAU Wallace LAU Alfred LEE JC LEE Terence WONG

 A
Hong Kong firm of solicitors.

 Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com

 For
the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability
partnership.

 Page 2

 Furthermore, all of the contracts include provisions
that allow the Company to cancel or terminate the contract without penalty and receive a full refund of any undelivered or unexpended
amounts. As of the reporting date, the Company retained full discretion to cancel these projects. This refundability is not merely theoretical-RMB106.7
million was refunded in full after the reporting date. For the remaining projects, the underlying agreements continue to permit cancellation
and refund. Accordingly, the Company concluded that it had not yet incurred a capitalizable cost or committed to the acquisition of a
long-lived asset. Based on this assessment, the payments were classified as prepayments rather than construction in progress.

 In terms of current versus non-current classification,
ASC 210-10-20 permits current classification for assets expected to be realized within one year. The Company expects to either receive
delivery of equipment, apply the payment to completed set up of amusement equipment, or obtain a refund within twelve months of the balance
sheet date. Therefore, the current classification is appropriate.

 Consolidated Statements of Cash
Flows, page F-6

 2. We note your response to prior comment 2. You state that the agreements are considered
"open contracts" and that the contracts can be "changed or even canceled." Please elaborate for us what an open contract
is. Tell us how you considered the fact that you use open contracts that can be changed or canceled in determining your classification
as operating referencing the guidance in ASC 230-10-45 that supports your classification. Finally, taking into consideration this response
and your response to the comment above, tell us why you do not consider these payments investing cash outflows to purchase property,
plant and equipment and other productive assets pursuant to ASC 230-10-45-13c.

 Response: The Company respectfully advises
the Staff that, as disclosed in our Response, the Company made total prepayments of RMB269.3 million for amusement equipment and ancillary
work for five amusement park projects as of September 30, 2024. All of these payments were made under cancellable contracts with provisions
for full refunds in the event of non-performance or termination. These agreements did not involve the transfer of ownership or control
of any property, plant, or equipment as of the reporting date. Accordingly, the Company concluded that these payments did not yet represent
investing outflows for the acquisition of long-lived productive assets under ASC 230-10-45-13c.

 We note that ASC 230-10-45 requires cash flow classification
based on the substance of the transaction. Although some site work had commenced on certain projects, the Company retained the contractual
right to terminate these projects without incurring a loss or taking ownership of any physical asset. Importantly, two of the projects
were in fact cancelled after the reporting date, and RMB106.7 million was refunded in full. This demonstrates that the refund provisions
are both real and enforceable.

 The Company acknowledges that once it becomes economically
committed to acquiring specific equipment or once payments become non-refundable, future payments will be classified as investing cash
outflows in accordance with ASC 230-10-45-13c. However, as of the reporting date, no such commitments had been made. Therefore, the Company
believes the classification of these cash flows as operating is appropriate and consistent with U.S. GAAP.

 Page 3

 Please contact me at (852) 3923 1187, Alex Weniger-Araujo at (212)
407 4063, Terry Bokosha at (212) 407 4912 or Benjamin Yao at (852) 3923 1154 if you would like additional information with respect to
any of the foregoing. Thank you.

 Sincerely,

 /s/ Henry Yin

 Henry Yin

 cc: Jin Xu, Chief Executive Officer, Golden Heaven Group Holdings Ltd.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Jin Xu
Chief Executive Officer
Golden Heaven Group Holdings Ltd.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001

 Re: Golden Heaven Group Holdings Ltd.
 Amendment No. 1 to Form 20-F
 Response dated April 4, 2025
 File No. 1-41675
Dear Jin Xu:

 We have reviewed your April 4, 2025 response to our comment letter and
have the
following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March
21, 2025 letter.

Amendment No. 1 to Form 20-F Filed April 7, 2025
Consolidated Balance Sheets, page F-3

1. Activities necessary to acquire property, plant and equipment and bring
it to the
 condition and location necessary for its intended use are defined and
discussed in
 ASC 360-10-20 and 30-1. In this definition, the guidance states, "[t]he
term activities
 is to be construed broadly. It encompasses physical construction of the
asset. In
 addition, it includes all the steps required to prepare the asset for
its intended use ."
 Please tell us your consideration of classifying "Prepayments for
projects" disclosed in
 Notes 3 and 4 in the "Property and equipment, net" line item of your
Consolidated
 Balance Sheets and describing it as construction in progress in the
related Note 5. In
 doing so, explain in detail the nature of the projects and your
consideration of the
 guidance cited in this comment. Lastly, tell us why you classify a
significant portion
 May 8, 2025
Page 2

 of prepayments of projects as current when they appear to be non-current
in nature.
 Refer to ASC 210-10-20.
Consolidated Statements of Cash Flows, page F-6

2. We note your response to prior comment 2. You state that the agreements
are
 considered "open contracts" and that the contracts can be "changed or
even canceled."
 Please elaborate for us what an open contract is. Tell us how you
considered the fact
 that you use open contracts that can be changed or canceled in
determining your
 classification as operating referencing the guidance in ASC 230-10-45
that supports
 your classification. Finally, taking into consideration this response and
your response
 to the comment above, tell us why you do not consider these payments
investing cash
 outflows to purchase property, plant and equipment and other productive
assets
 pursuant to ASC 230-10-45-13c.
 Please contact Ta Tanisha Meadows at 202-551-3322 or Adam Phippen at
202-551-
3336 if you have questions regarding comments on the financial statements and
related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Loeb & Loeb LLP
 2206-19 Jardine House
 1 Connaught Place, Central
 Hong Kong
 Tel +852 3923 1111
 Fax +852 3923 1100
 Email HongKong@loeb.com

 樂博律師事務所有限法律責任合夥
 香港中環康樂廣場 1 號
 怡和大廈 2206-19 室
 電話
 +852 3923 1111
 傳真 +852 3923 1100
 電郵 HongKong@loeb.com

 Via EDGAR

 April 4, 2025

 Ta Tanisha Meadows and Adam Phippen

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Golden Heaven Group Holdings Ltd.

 Form 20-F for the Fiscal Year Ended
September 30, 2024

 File No. 1-41675

 Dear Ms. Meadows and Mr. Littlepage:

 On behalf of our client, Golden Heaven Group Holdings Ltd. (the "Company"),
we hereby provide a response to the comments issued in a letter dated March 21, 2025 (the "Staff's Letter") regarding
the Company's Form 20-F for the Fiscal Year Ended September 30, 2024 (the "Form 20-F"). Contemporaneously, we are filing
an Amendment No. 1 to the Form 20-F via EDGAR (the "Amendment No. 1").

 In order to facilitate the review by the staff of the Securities and
Exchange Commission (the "Staff") of the Amended Form 20-F, we have responded, on behalf of the Company, to the comments set
forth in the Staff's Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff's comments
and correspond to the numbered paragraph in the Staff's Letter.

 Form 20-F for the Fiscal Year
Ended September 30, 2024

 Item 15. Controls and Procedures,
page 95

 1. Please include a statement as to whether or not internal
control over financial reporting is effective. Refer to Item 15(b)(3) of Form 20-F. In addition, remove the disclosure on page 96 that
you are not required to include management's assessment regarding internal control over financial reporting. Refer to Instruction
1 of the Instructions to Item 15 of Form 20-F.

 Response: The Company respectfully
advises the Staff that the Company filed Amendment No. 1 for the purposes of amending the disclosure set forth in Item 15 regarding
management's assessment regarding internal control over financial reporting.

 Principal Robert CALDWELL
 Roy CHOI Michael FUNG Lewis HO Jeffrey KUNG Lynia
LAU Wallace LAU Alfred LEE JC LEE Terence WONG

 A Hong Kong firm of solicitors.

 Los Angeles New York Chicago Nashville Washington, DC San
Francisco Beijing Hong Kong www.loeb.com

 For the United States offices, a limited
liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

 Page 2

 Consolidated Statements of Cash
Flows, page F-6

 2. Reference is made to Notes 3 and 4. Please tell us how
prepayments of projects are presented in this statement and your basis therefor. In doing so, tell us your consideration of presenting
this activity as investing including your consideration of ASC 230-10-45-13c. Finally, please tell us how you account for these prepayments
when the related amusement park opens. Explain how the accounting when open was considered in your cash flow classification of the prepayments.

 Response: The Company respectfully advises
the Staff that, although the prepayments are related to contracts for building amusement parks and purchases of relevant equipment, Company
management considers such agreements to be open contracts, and the specification and requirement can be changed or even canceled. Hence
the Company classified prepayments of projects under operating cash flow before converting such prepayments into long term assets.

 Consolidated Financial Statements

 14. Income Tax, page F-17

 3. Reference is made to the first and second tables on page
F-19. Please tell us how you computed the PRC current tax provision and tell us how its reflected in the reconciliation in the second
table. Tell us if the PRC financial reporting year matches the PRC tax year and if not, how you considered this in determining your financial
reporting income tax provision. In addition, reference is made to the last table on page F-19. Please tell us how you determined that
you have a net operating loss for which a deferred tax asset and offsetting valuation allowance were recorded. In this regard, we note
that you had PRC profit before income taxes in all of the periods presented.

 Response: The Company respectfully advises
the Staff that the amount of $2,119,225 in Table 1 represents the total income tax expense that should be recognized during the audit
period for all companies.

 Income Tax
 Summary

 Changde
 4,704,695.79

 Mangshi

 Qujing
 752,227.37

 Tongling
 3,661,246.82

 Yuxi
 5,115,910.62

 Nanping

 Yueyang
 823,224.78

 Jinsheng Cayman

 Jinsheng HK

 Jinsheng BVI

 CNY Total
 15,057,305.38

 USD Total
 2,119,224.98

 The $80,668 in the second table represents the income
tax expense calculated based on Jinsheng's book profit for the year. The difference between this amount and the tax basis in Table 1 is
treated as current-period tax adjustments.

 Page 3

 $2,038,557 primarily consists of:

 ● DTA tax losses not recognised for Cayman, BVI and HK: $884,105

 ● Tax adjustments by Chinese tax authorities: $182,103

 Tax
 adjustments
 Summary

 Changde
 21,080.00

 Mangshi

 Qujing
 6,880.02

 Tongling
 7,230.00

 Yuxi
 44,145.88

 Nanping

 Yueyang
 5,096,117.66

 CNY Total
 5,175,453.56

 USD Total
 728,413.89

 Tax rate
 25 %

 USD Total
 182,103.47

 eg. Changde-Tax adjustments-business
entertainment expenses

 1. Operating income for the period CNY
34,889,692.60

 2. Credit limit (A)=CNY 34,889,692.60 × 0.5%=CNY
174,448.46

 3. Actual amount of business entertainment
expenses for the period CNY 52,700.00

 4. Deduction limit (B)=CNY 52,700.00 × 60%=CNY
31,620.00

 Adjustment of business entertainment expenses: CNY
52,700.00-lower of (A) and (B) CNY 31,620.00= CNY 21,080.00

 Prior-year tax adjustments from the
2024 final settlement (October 2023 to December 2023): $189,232

 Deferred tax on unrecognized domestic
company losses: $783,114.

 ● Mangshi (ceased operations, loss impact): $114,787

 ● Nanping (operating loss recognized): $6,137

 ● Yueyang (operating loss): $602,190.69

 The fiscal year (Oct 1, 2023 – Sep 30, 2024)
differs from the Chinese tax year (Jan 1, 2024 – Dec 31, 2024). However, in China, taxes are typically filed monthly or quarterly,
so the discrepancy in reporting periods does not lead to differences in tax obligations. We follow standard tax filing procedures for
declarations.

 Page 4

 In China, tax filings for each subsidiary are
managed by local tax authorities, and the tax matters of each subsidiary are independent of one another.
The pre-tax profit you observed is the consolidated profit of all subsidiaries, but this figure does not
directly correlate with the current tax liabilities of individual subsidiaries. The recognition of net operating losses is
also solely based on the respective subsidiary's profitability and local tax regulations. The details of net
operating losses details are as follows:

 Net
 operating
 losses
 Summary

 Mangshi
 3,262,293

 Nanping
 1,879,647

 Yueyang
 23,033,843

 CNY Total
 28,175,783

 USD Total
 3,965,572

 Jinsheng Cayman
 3,516,375

 Jinsheng HK
 35

 Jinsheng BVI
 31

 USD Total
 7,482,013

 15. Equity, page F-19

 4. Please revise the shares and per share prices to reflect
the reverse stock split.

 Response: The Company respectfully advises the Staff that the Company filed an Amendment
No. 1 for purposes of amending the disclosure on page F-19 regarding shares and per share prices to reflect the reverse stock split.

 Exhibits

 5. Please also provide your principal financial officer's
certification. See Instruction 12 to the Instructions as to Exhibits of Form 20-F and Rules 13a-14(a) and 15d-14(a) of the Exchange Act
of 1934.

 Response: The Company has filed the principal financial
officer's certifications as exhibits to the Amendment No. 1.

 Please contact me at (852) 3923 1187, Alex Weniger-Araujo at (212)
407 4063 or Benjamin Yao at (852) 3923 1154 if you would like additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s Henry Yin

 Henry Yin

 cc: Jin Xu, Chief Executive Officer, Golden Heaven Group Holdings Ltd.

CORRESP
 1
 filename1.htm

 Golden Heaven Group Holdings Ltd.

 April 2, 2025

 Via EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Scott Anderegg

 Re:
 Golden Heaven Group Holdings Ltd.

 Registration Statement on Form F-1, as amended

 Initially Filed on March 7, 2025

 File No. 333-285647

 Dear Mr. Anderegg:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Golden Heaven Group Holdings Ltd. hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 4:30 p.m., Eastern Time, on April 4, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Golden Heaven Group Holdings Ltd.

 By:
 /s/ Jin Xu

 Name:
 Jin Xu

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Jin Xu
Chief Executive Officer
Golden Heaven Group Holdings LTD.
No. 8 Banhouhaichuan Rd.
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001

 Re: Golden Heaven Group Holdings LTD.
 Registration Statement on Form F-1
 Filed March 7, 2025
 File No. 333-285647
Dear Jin Xu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Scott Anderegg at 202-551-3342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 21, 2025

Jin Xu
Chief Executive Officer
Golden Heaven Group Holdings Ltd.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001

 Re: Golden Heaven Group Holdings Ltd.
 Form 20-F for the Fiscal Year Ended September 30, 2024
 File No. 1-41675
Dear Jin Xu:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year Ended September 30, 2024
Item 15. Controls and Procedures, page 95

1. Please include a statement as to whether or not internal control over
financial
 reporting is effective. Refer to Item 15(b)(3) of Form 20-F. In
addition, remove the
 disclosure on page 96 that you are not required to include management's
assessment
 regarding internal control over financial reporting. Refer to
Instruction 1 of the
 Instructions to Item 15 of Form 20-F.
Consolidated Statements of Cash Flows, page F-6

2. Reference is made to Notes 3 and 4. Please tell us how prepayments of
projects are
 presented in this statement and your basis therefor. In doing so, tell
us your
 consideration of presenting this activity as investing including your
consideration
 of ASC 230-10-45-13c. Finally, please tell us how you account for these
prepayments
 when the related amusement park opens. Explain how the accounting when
open was
 considered in your cash flow classification of the prepayments.
 March 21, 2025
Page 2

Consolidated Financial Statements
14. Income Tax, page F-17

3. Reference is made to the first and second tables on page F-19. Please
tell us how you
 computed the PRC current tax provision and tell us how its reflected in
the
 reconciliation in the second table. Tell us if the PRC financial
reporting year matches
 the PRC tax year and if not, how you considered this in determining your
financial
 reporting income tax provision. In addition, reference is made to the
last table on page
 F-19. Please tell us how you determined that you have a net operating
loss for which a
 deferred tax asset and offsetting valuation allowance were recorded. In
this regard, we
 note that you had PRC profit before income taxes in all of the periods
presented.
15. Equity, page F-19

4. Please revise the shares and per share prices to reflect the reverse
stock split.
Exhibits

5. Please also provide your principal financial officer's certification.
See Instruction 12
 to the Instructions as to Exhibits of Form 20-F and Rules 13a-14(a) and
15d-14(a) of
 the Exchange Act of 1934.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Ta Tanisha Meadows at 202-551-3322 or Adam Phippen at
202-551-
3336 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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</DOCUMENT>

CORRESP
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Golden Heaven Group Holdings Ltd.

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Scott Anderegg

June 25, 2024

    Re:
    Golden Heaven Group Holdings Ltd.

    Registration Statement on Form F-3 (File No. 333-279942)

    Initially Filed on June 4, 2024

    Request for Acceleration of Effectiveness

Dear Mr. Anderegg:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Golden Heaven Group Holdings Ltd. hereby requests acceleration of effectiveness of the above referenced Registration
Statement, so that it will become effective at 4:30 p.m. ET on June 27, 2024, or as soon as thereafter practicable.

Very truly yours,

    /s/ Jin Xu

    Name:
    Jin Xu

    Title:
    Chief Executive Officer, Chairman of the Board of Directors, and Director

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
June 24, 2024
Jin Xu
Chief Executive Officer
Golden Heaven Group Holdings LTD.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001
Re:Golden Heaven Group Holdings LTD.
Registration Statement on Form F-3
Filed June 4, 2024
File No. 333-279942
Dear Jin Xu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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GOLDEN HEAVEN GROUP HOLDINGS LTD.

March 30, 2023

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Nasreen Mohammed

    Rufus Decker

    Alyssa Wall

    Donald Field

    Re:
    Golden Heaven Group Holdings Ltd.

    Registration Statement on Form F-1, as amended (File No. 333-268166)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Golden Heaven Group Holdings Ltd. hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to and that the Registration
Statement become effective at 5:00 p.m., Eastern Time, on March 30, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Golden Heaven Group Holdings Ltd.

    By:
    /s/ Qiong Jin

    Name:
    Qiong Jin

    Title:
    Chief Executive Officer, and Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

    Revere Securities LLC

    650 Fifth Avenue, 35th Floor

    New York, NY 10019

    R.F. Lafferty & Co. Inc.

    40 Wall Street, 19th Floor

    New York, NY 10005

March 30, 2023

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

  Attention:
  Nasreen Mohammed

  Rufus Decker

  Alyssa Wall

  Donald Field

    Re:
    Golden Heaven Group Holdings Ltd. (the “Company”)

    Registration Statement on Form F-1, as amended

    Filed November 4, 2022

    File No. 333-268166

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Revere Securities LLC and R.F. Lafferty & Co. Inc., as representatives of the underwriters of the offering, hereby join the request
of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective
on March 30, 2023 at 5:00 p.m., Eastern time, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through March 30, 2023, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus
dated March 17, 2023, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    Very truly yours,

    Revere Securities LLC

    By:
    /s/ Dajiang Guo

    Name:
    Dajiang Guo

    Title:
    Senior Managing Director

    R.F. Lafferty & Co. Inc.

    By:
    /s/ Robert Hackel

    Name:
    Robert Hackel

    Title:
    Chief Operating Officer

CORRESP
1
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Golden Heaven Group Holdings Ltd.

March 17, 2023

VIA EDGAR

Ms. Alyssa Wall

Mr. Donald Field

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:

    Golden Heaven Group Holdings Ltd.

    Amendment No. 3 to Registration Statement on Form F-1

    Filed March 7, 2023

    File No. 333-268166

Dear Ms. Wall and Mr. Field:

Golden Heaven Group Holdings Ltd. (the “Company,”
“we,” “us,” or “our company”) hereby transmit our response to the letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated March 15, 2023, regarding our Amendment No. 3 to Registration Statement on Form F-1 (“Amendment No. 3 to Registration Statement
on Form F-1”) filed on March 7, 2023. For ease of reference, we have repeated the Commission’s comment in this response
letter. Amendment No. 4 to the Registration Statement on Form F-1 (“Amendment No. 4”) is filed to accompany this response
letter.

Amendment No. 3 to Registration Statement on
Form F-1

Report of Independent Registered Public Accounting
Firm, page F-2

1. We reviewed the changes made in response
to comment 2. Please make arrangements with your auditor for them to revise their audit report to also render an opinion on your September
30, 2021 financial statements. Refer to Item 8.A of Form 20-F.

Response: In response to the Staff’s
comment, our auditors have revised their audit report on page F-2 of Amendment No.4 to include an opinion on our September 30, 2021 financial
statements.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone
at 212-530-2206.

    Very truly yours,

    /s/ Qiong Jin

    Chief Executive Officer, and

Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
March 15, 2023
Qiong Jin
Chief Executive Officer
Golden Heaven Group Holdings Ltd.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001
Re:Golden Heaven Group Holdings Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed March 7, 2023
File No. 333-268166
Dear Qiong Jin:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 6, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1
Report of Independent Registered Public Accounting Firm, page F-2
1.We reviewed the changes made in response to comment 2.  Please make arrangements
with your auditor for them to revise their audit report to also render an opinion on your
September 30, 2021 financial statements.  Refer to Item 8.A of Form 20-F.

 FirstName LastNameQiong Jin
 Comapany NameGolden Heaven Group Holdings Ltd.
 March 15, 2023 Page 2
 FirstName LastName
Qiong Jin
Golden Heaven Group Holdings Ltd.
March 15, 2023
Page 2
            You may contact Nasreen Mohammed at 202-551-3773 or Rufus Decker at 202-551-
3769 if you have questions regarding comments on the financial statements and related
matters.  Please contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li

CORRESP
1
filename1.htm

Golden Heaven Group Holdings Ltd.

March 7, 2023

VIA EDGAR

Ms. Alyssa Wall

Mr. Donald Field

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:

    Golden Heaven Group Holdings Ltd.

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

    Filed February 17, 2023

    File No. 333-268166

Dear Ms. Wall and Mr. Field:

Golden Heaven Group Holdings Ltd. (the “Company,”
”we,” “us,” or “our company”) hereby transmit our response to the letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated March 6, 2023, regarding our Amendment No. 1 to Registration Statement on Form F-1 (“Amendment No. 1”) filed
on February 17, 2023. For ease of reference, we have repeated the Commission’s comments in this response letter and numbered them
accordingly. Amendment No. 3 to the Registration Statement on Form F-1 (“Amendment No. 3”) is filed to accompany this
response letter.

Amendment No. 1

Risk Factors, page 14

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

Response: In response to the Staff’s
comment, we have revised our disclosure on page 41 of Amendment No.3 to include a separate risk factor addressing the potential for rapid
and substantial price volatility and known factors particular to our offering that may add to this risk and to discuss the risks to investors
when investing in stock where the price is changing rapidly. We have included disclosure to clearly state that such volatility, including
any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult
for prospective investors to assess the rapidly changing value of our stock.

Report of Independent Registered Public Accounting
Firm, page F-2

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

Response: In response to the Staff’s
comment, our auditor has revised the audit report on page F-2 of Amendment No.3 to cover our consolidated balance sheet as of September
30, 2021 and our consolidated statement of operations and comprehensive income (loss), consolidated statement of stockholders’ equity
and consolidated statement of cash flows for the year then ended, and the related notes.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone
at 212-530-2206.

    Very truly yours,

    /s/ Qiong Jin

    Chief Executive Officer, and

Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
March 6, 2023
Qiong Jin
Chief Executive Officer
Golden Heaven Group Holdings Ltd.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001
Re:Golden Heaven Group Holdings Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed February 17, 2023
File No. 333-268166
Dear Qiong Jin:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 30, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
Risk Factors, page 14
1.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly.  Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial

 FirstName LastNameQiong Jin
 Comapany NameGolden Heaven Group Holdings Ltd.
 March 6, 2023 Page 2
 FirstName LastName
Qiong Jin
Golden Heaven Group Holdings Ltd.
March 6, 2023
Page 2
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
Report of Independent Registered Public Accounting Firm, page F-2
2.Please make arrangements with your auditor for them to revise their audit report to also
cover your consolidated balance sheet as of September 30, 2021 and your consolidated
statement of operations and comprehensive income (loss), consolidated
statement of stockholders’ equity and consolidated statement of cash flows for the year
then ended, and the related notes.  Refer to Item 8.A of Form 20-F.
            You may contact Nasreen Mohammed at 202-551-3773 or Rufus Decker at 202-551-
3769 if you have questions regarding comments on the financial statements and related
matters.  Please contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li

United States securities and exchange commission logo
September 30, 2022
Qiong Jin
Chief Executive Officer
Golden Heaven Group Holdings Ltd.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001
Re:Golden Heaven Group Holdings Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted September 21, 2022
CIK No. 0001928340
Dear Ms. Jin:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to comment 2 and reissue.  On your cover page, please provide
cross-references to your discussion in the prospectus summary and summary of risk
factors where you discuss the risk that, to the extent cash or assets in the business are in
the PRC or a PRC entity, the funds or assets may not be available to fund operations or for
other use outside of the PRC due to interventions in or the imposition of restrictions and
limitations on the ability of you or your subsidiaries by the PRC government to transfer
cash or assets.  Currently, you only provide cross-references to the risk factors.

 FirstName LastNameQiong Jin
 Comapany NameGolden Heaven Group Holdings Ltd.
 September 30, 2022 Page 2
 FirstName LastName
Qiong Jin
Golden Heaven Group Holdings Ltd.
September 30, 2022
Page 2

2.We note your response to comment 3 and reissue.  On your cover page, please provide
cross-references to your discussion in the prospectus summary and summary risk factors
where you discuss the limitations on your ability to transfer cash between you and your
subsidiaries and investors.  Currently, you only provide cross-references to the risk
factors.
Financial Statements
Note 3. Restatement, page F-12
3.We note your response to comment 6 and reissue the comment in part.  Please revise your
financial statements to label them as restated and provide the disclosures required by ASC
250-10-50-7, including disclosing in greater detail the nature of each income statement
and cash flow error and disclosing the impact of the cash flow errors on your cash flows
related to operating activities, investing activities and financing activities for each period
presented.
            You may contact Nasreen Mohammed at 202-551-3773 or Rufus Decker at 202-551-
3769 if you have questions regarding comments on the financial statements and related
matters.  Please contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li

United States securities and exchange commission logo
September 8, 2022
Qiong Jin
Chief Executive Officer
Golden Heaven Group Holdings Ltd.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001
Re:Golden Heaven Group Holdings Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 19, 2022
CIK No. 0001928340
Dear Ms. Jin:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note that certain China-based issuer disclosure has been placed on page three of the
prospectus cover page.  Please revise the prospectus cover page so that all China-based
issuer disclosure is prominently disclosed before the table on page two of the prospectus
cover page and all underwriter related disclosure.
2.We note your response to comment 4.  Please expand your disclosure to provide cross-
references to your discussion in the prospectus summary and summary of risk factors
where you discuss the risk that, to the extent cash or assets in the business is in the PRC or

 FirstName LastNameQiong Jin
 Comapany NameGolden Heaven Group Holdings Ltd.
 September 8, 2022 Page 2
 FirstName LastNameQiong Jin
Golden Heaven Group Holdings Ltd.
September 8, 2022
Page 2
a PRC entity, the funds or assets may not be available to fund operations or for other use
outside of the PRC due to interventions in or the imposition of restrictions and limitations
on the ability of you or your subsidiaries by the PRC government to transfer cash or
assets.
3.We note your response to comment 5.  Please expand your disclosure to provide a cross-
references to your discussion in the prospectus summary and summary of risk factors
where you discuss the limitations on your ability to transfer cash between you and your
subsidiaries or investors.
Prospectus Summary
Cash Transfers and Dividend Distributions, page 8
4.We note your response to comment 9 and reissue in part.  Please quantify any cash flows
and transfers of other assets by type that have occurred between the holding company and
its subsidiaries and direction of transfer.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Performance Indicators, page 54
5.We note your response to comment 15 and reissue the comment in part.  Please present
the metrics management uses as key performance indicators in this section or add a
reference to where you present your key performance indicators and add information
which may be necessary to provide adequate context for an investor to understand the
metrics presented.  Refer to SEC Release No. 33-10751 for guidance on disclosures to
provide.
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-4
6.You corrected errors in your consolidated statements of operations and comprehensive
income (loss) in response to comment 25 and other errors in your consolidated statements
of cash flows.  Please make arrangements with your auditor for them to revise their audit
report to reference the error corrections and the specific footnote that discusses them.
Refer to paragraphs .09 and .16 of PCAOB AS 2820.  Also, revise your financial
statements to label them as restated and provide the disclosures required by ASC 250-10-
50-7, including disclosing in sufficient detail the nature of each error and quantifying for
each period presented the effects of the error corrections on your revenue, gross profit,
selling expenses and cash flows related to operating activities, investing activities and
financing activities.
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-9
7.We note your response to comment 24 and reissue the comment in part.  Please clarify
whether your customers can request a refund of value stored in prepaid cards.

 FirstName LastNameQiong Jin
 Comapany NameGolden Heaven Group Holdings Ltd.
 September 8, 2022 Page 3
 FirstName LastName
Qiong Jin
Golden Heaven Group Holdings Ltd.
September 8, 2022
Page 3
10. Related Party Transaction, page F-14
8.On page 109, you disclose a transaction with Nanping Jinsheng, which used to own the six
operating companies.  We also note corrections made to the statements of cash flows for
loans from related parties.  Please revise to explain the facts and circumstances regarding
the initial amounts of the loan and circumstances that resulted in increases and decreases
in the loan amounts, especially during the years ended September 30, 2021 and 2020.
13. Segment Reporting, page F-16
9.We note your response to comment 28 and reissue the comment in part.  There are no
costs or assets allocated to two of your three segments.  Please tell us whether you have
only one segment with three product or service lines.  If so, please revise your disclosures
accordingly.  Refer to ASC 280-10-50-40.
General
10.When discussing the Holding Foreign Companies Accountable Act, please update your
factual disclosure throughout your filing to discuss the fact that on August 26, 2022, the
Public Company Accounting Oversight Board (PCAOB) signed a Statement of Protocol
with the China Securities Regulatory Commission and the Ministry of Finance of the
People's Republic of China, taking the first step toward opening access for the PCAOB to
inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong.
            You may contact Nasreen Mohammed at 202-551-3773 or Rufus Decker at 202-551-
3769 if you have questions regarding comments on the financial statements and related
matters.  Please contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li

United States securities and exchange commission logo
July 19, 2022
Xuezheng Chen
Chief Executive Officer
Golden Heaven Group Holdings Ltd.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001
Re:Golden Heaven Group Holdings Ltd.
Draft Registration Statement on Form F-1
Submitted June 22, 2022
CIK No. 0001928340
Dear Mr. Chen:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.Please amend your disclosure to clearly disclose how you will refer to the holding
company and subsidiaries throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations, and refrain from using terms such as "we" or "our" when describing
activities, functions, or employees of your subsidiaries.  Please disclose clearly the entity
(including the domicile) in which investors are purchasing an interest.

 FirstName LastNameXuezheng Chen
 Comapany NameGolden Heaven Group Holdings Ltd.
 July 19, 2022 Page 2
 FirstName LastName
Xuezheng Chen
Golden Heaven Group Holdings Ltd.
July 19, 2022
Page 2
2.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries based in China and that this structure involves unique risks to investors.
Disclose that investors may never hold equity interests in the Chinese operating entities.
Your disclosure should acknowledge that Chinese regulatory authorities could disallow
this structure, which would likely result in a material change in your operations and/or a
material change in the value of your securities, including that it could cause the value of
such securities to significantly decline or become worthless.  Please provide a cross-
reference to your detailed discussion of risks facing the company and the offering as a
result of your operating structure.
3.Please disclose whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.  Please revise your
disclosure relating to the Holding Foreign Companies Accountable Act to include a
discussion of the Accelerating Holding Foreign Companies Accountable Act, as well as
the time frames under both Acts.
4.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in the PRC or a
PRC entity, the funds or assets may not be available to fund operations or for other use
outside of the PRC due to interventions in or the imposition of restrictions and limitations
on the ability of you or your subsidiaries by the PRC government to transfer cash or
assets.  On the cover page, provide cross-references to these other discussions.
5.Please discuss whether there are limitations on your ability to transfer cash between you
and your subsidiaries or investors.  Please provide a cross-reference to your discussion of
this issue in your summary, summary risk factors, and risk factors sections, as well.
6.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, and investors, please summarize the policies on your
cover page and in the prospectus summary, and disclose the source of such policies (e.g.,
whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state
on the cover page and in the prospectus summary that you have no such cash management
policies that dictate how funds are transferred.  Provide a cross-reference on the cover
page to the discussion of this issue in the prospectus summary.
Prospectus Summary, page 1
7.Please identify clearly the entity in which investors are purchasing their interest and the
entities in which the company’s operations are conducted.  Describe the relevant
contractual agreements between the entities and how this type of corporate structure may
affect investors and the value of their investment, including that the company may incur
substantial costs to enforce the terms of the arrangements.  Disclose the uncertainties
regarding the status of the rights of the Cayman Islands holding company with respect to

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its contractual arrangements and the challenges the company may face enforcing these
contractual agreements due to legal uncertainties and jurisdictional limits.
8.In your summary of risk factors, please disclose the risk that the Chinese government may
intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of your securities.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.  Please provide cross-references to the relevant
individual detailed risk factors.
9.Please provide a clear description of how cash is transferred through your organization,
and disclose your intentions to distribute earnings.  Quantify any cash flows and transfers
of other assets by type that have occurred between the holding company and its
subsidiaries and direction of transfer.  Quantify any dividends or distributions that a
subsidiary has made to the holding company and which entity made such transfer, and
their tax consequences.  Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences.  Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date.  Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors.  Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries, to the parent company and U.S.
investors.
10.Please disclose that trading in your securities may be prohibited under the Holding
Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or
investigate completely your auditor, and that as a result an exchange may determine to
delist your securities.  Disclose whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021.
Risk Factors, page 12
11.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering.  Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.

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Risks Related to Doing Business in the PRC
The enforcement of the PRC Labor Contract Law and other labor-related regulations in the
PRC..., page 28
12.We note your disclosure that the operating companies failed to comply with the PRC
Social Insurance Law and the Administrative Measures on Housing Fund for the years
2019, 2020, and 2021.  Please disclose the potential risk or consequences to the company
caused by this noncompliance, including potential impact on the securities offered.  Please
also disclose whether you are currently in compliance with these requirements, and
whether you have taken steps to remediate your prior failure to comply.
Use of Proceeds, page 41
13.Please provide information on the status of any acquisitions of businesses engaged in
amusement park development.  Refer to Item 3(C)(3) of Form 20-F.
Enforceability of Civil Liabilities, page 45
14.Please amend your disclosure in this section to include a description of the difficulties in
bringing legal claims against your Hong Kong- and BVI-based subsidiaries.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Components of Results of Operations
Comparison of the Year ended September 30, 2020 and 2021, page 51
15.Your disclosure in the Business section starting on page 70 includes information on the
number of park guests, number of attractions, and pricing of rides and attractions by
category.  Please tell us if management uses any metrics or key performance indicators to
assess performance.  If so, please refer to SEC Release No. 33-10751 for guidance on
disclosures to provide.
16.Sales of in-park recreation increased by $14.9 million, or 44%, for the year ended
September 30, 2021.  Please expand your discussion to provide a robust and quantified
analysis of the significant drivers that you identified for the material changes in
revenues.  Also, describe the underlying reasons and any known trends or uncertainties
that have had or that are reasonably likely to have a material impact on revenues.  Refer to
Item 5 of Form 20-F.
Liquidity and Capital Resources, page 56
17.Please revise to include an analysis of the components of the statements of cash flows
(i.e., operating, investing, and financing activities) that explains and quantifies the
significant drivers underlying material year-to-year variations.  Refer to Item 5 of Form
20-F and Section IV.B.1 of SEC Release No. 33-8350.

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Commitments and Contingencies
Commitments, page 56
18.Please amend your disclosure to describe what additional lease commitments the company
is anticipating and when they are anticipated to commence.
Business, page 70
19.We note your disclosure that "the local governments have agreed in four out of six current
agreements with our operating entities to disallow the development of similar amusement
parks in the vicinity of the park localities."  Please amend your disclosure to describe the
terms of these agreements more fully, including the term of exclusivity.
20.We note your disclosure on page 76 that "[w]e do not consider theme park operators, such
as the Walt Disney Company and Fantawild Holdings Inc., as our operating entities' direct
competitors."  Please revise or amend your disclosure regarding cost effectiveness of your
operating entities, which currently compares the cost of access to your rides and
attractions with direct comparisons to costs of admission to facilities operated by the Walt
Disney Company and Fantawild Holdings Inc., or explain why you believe such
comparison is useful for investors.
Management, page 94
21.We note your disclosure that you will enter into employment agreements with your
executive officers.  Please file any such contracts as exhibits to the registration statement.
Consolidated Financial Statements
Consolidated Statements of Operations and Comprehensive Income, page F-3
22.Please revise to provide earnings per share data consistent with Rule 5-03.25 of
Regulation S-X.
2. Summary of Significant Accounting Policies, page F-7
23.Please disclose in an accounting policy footnote the specific types of amounts included in
cost of revenue, general and administrative expenses and selling expenses.
Revenue Recogntion, page F-9
24.Please expand your policy for in-park recreation to discuss how you measure obligations
for returns or refunds.  See ASC 606-10-50-20.
25.On page 54, you say there was a $3.7 million increase in selling expenses, which was
primarily attributable to an increase of $3.2 million in rebates that you offered to guests
for loading their prepaid cards.  Please disclose your accounting policy for the incentives
you offer to your customers (e.g., rebates, discounts, etc.) and tell us the authoritative
guidance you used to support your accounting treatment.  Also, please discuss how you

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considered the guidance in ASC 606-10-32-6.
3. Other Current Assets, page F-11
26.You have recorded $15.3 million as prepayment of projects.  Please disclose the nature
and terms of these prepayments and discuss the related projects.
8. Advances From Customers, page F-13
27.Please disclose the nature and terms associated with your advances from customers.  Also,
disclose whether you assume any breakage on advances from customers and, if so, your
accounting policy for assuming breakage.  Refer to ASC 606-10-55-46 through 55-49.
13. Segment reporting, page F-16
28.Please tell us and disclose why two of your three segments have no expenses or assets
allocated to them.  Also, disclose the information required by ASC 280-10-50-29.
General
29.Please revise to name PRC counsel where you state that your position is based on the
advice of your PRC counsel.
30.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.  Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            You may contact Nasreen Mohammed at 202-551-3773 or Rufus Decker at 202-551-
3769 if you have questions regarding comments on the financial statements and related
matters.  Please contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li