Golden Heaven Group Holdings Ltd 20-F/A for FY2024
Golden Heaven Group Holdings Ltd. (GDHG)
About this 20-F/A
Golden Heaven Group Holdings Ltd filed this 20-F/A on April 7, 2025, covering the fiscal year ended September 30, 2024 (FY2024).
Headline figures
Fiscal year ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $22.33M
- down 29.7% from $31.79M a year earlier
- Net loss
- $1.8M
- compared with net income of $6.55M a year earlier
- Diluted EPS
- -$0.70
- compared with $6.45 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report
For the transition period from to
Commission
file number:
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
No. 8 Banhouhaichuan Rd
(Address of principal executive offices)
Telephone:
Email:
At the address of the Company set forth above
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: An aggregate of
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | 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 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
TABLE OF CONTENTS
| EXPLANATORY NOTE | ii | |
| PART II | ||
| ITEM 15. | CONTROLS AND PROCEDURES | 1 |
| PART III | ||
| ITEM 19. | EXHIBITS | 3 |
i
EXPLANATORY NOTE
Golden Heaven Group Holdings Ltd. (the “Company”) is filing this Amendment No. 1 on Form 20-F/A (this “Amendment No. 1”) to amend its annual report on Form 20-F for the fiscal year ended September 30, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on January 27, 2025 (the “Original Filing”), to address certain comments from the Staff of the SEC in relation to the Original Filing. Accordingly, this Amendment No. 1 is being filed to amend the following sections of the Original Filing: (i) Part II – Item 15. Controls and Procedures and (iii) Part III – Item 19. Exhibits.
This Amendment No. 1 speaks as of the filing date of the Original Filing, or January 27, 2025. No attempt has been made in this Amendment No. 1 to modify or update in any way the financial statements or any other items or disclosures in the Original Filing except as required to reflect the amendments discussed above. Except as specifically noted herein, this Amendment No. 1 does not amend, update or restate any of the information previously included in the Original Filing, nor does this Amendment No. 1 reflect any event that has occurred after the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s other filings with the SEC subsequent to January 27, 2025.
As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is also filing or furnishing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.
ii
Item 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.
Based on that evaluation, our management has concluded that, as of September 30, 2024, our disclosure controls and procedures were not effective, due to the following material weaknesses:
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a- 15(f) under the Exchange Act). Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of its published consolidated financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules promulgated by the Securities and Exchange Commission, our management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2024. In making this assessment, it used the criteria established within the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In preparing our consolidated financial statements for the years ended September 30, 2023 and September 30, 2024, three material weaknesses were identified in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board of the United States, and other significant deficiencies. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The three material weaknesses identified are as follows: (i) no sufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (ii) ineffective oversight of our financial reporting and internal control by those charged with governance; and (iii) inadequate design of internal control over the preparation of the financial statements being audited. These material weaknesses remained as of September 30, 2024. As a result of inherent limitations, our internal control over financial reporting may not prevent or detect misstatements, errors or omissions; (iv) we are aware that due to the lack of skillful or experienced staff, some of whom may be positioned in conflicting, overlapping or incompatible duties, the risk of human error may be increased.
1
To remedy our previously identified material weakness, we have undertaken and will continue to undertake steps to strengthen our internal control over financial reporting, including: (i) hiring more qualified resources including financial controller, equipped with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework, (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, (iii) establishing effective oversight and clarifying reporting requirements for non-recurring and complex transactions to ensure consolidated financial statements and related disclosures are accurate, complete and in compliance with SEC reporting requirements, and (iv) enhancing an internal audit function as well as engaging an external consulting firm to help us assess our compliance readiness under rule 13a-15 of the Exchange Act and improve overall internal control. However, such measures have not been fully implemented and we concluded that the material weakness in our internal control over financial reporting had not been remediated as of September 30, 2023.
Management’s Annual Report on Internal Control over Financial Reporting
The standard measures adopted by management in making its evaluation are the measures in the Internal-Control Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on management’s assessment, our CEO and CFO concluded that our internal control over financial reporting as of September 30, 2024 was ineffective. We have taken, and are taking, certain actions to remediate the material weakness related to our lack of U.S. GAAP and SEC reporting experience. We engaged a consultant with U.S. GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements are prepared in accordance with U.S. GAAP. We also engaged an internal control consulting firm in 2024 to review, test and improve our internal accounting controls and internal control over financial reporting. We have adopted and are implementing policies, procedures and practices recommended in the report of the consultant and have arranged training of internal control for our employees and management on disclosure controls and procedures. We believe the measures described above will remediate the material weakness. The Company continues to make efforts to implementing its existing and newly adopted procedures to improve our disclosure controls and internal controls over financing reporting.
Attestation Report of the Registered Public Accounting Firm
This annual report on Form 20-F does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC where domestic and foreign registrants that are non-accelerated filers, which we are, and “emerging growth companies,” which we also are, are not required to provide the auditor attestation report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 18. FINANCIAL STATEMENTS
The consolidated financial statements of our Company are included at the end of this annual report.
2
Item 19. EXHIBITS
EXHIBIT INDEX
3
| * | Filed herewith |
| ** | Previously filed or furnished with the Original Filing |
4
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Golden Heaven Group Holdings Ltd. |
| By: | /s/ Jin Xu | |
| Jin Xu | ||
|
Chief Executive Officer and Chairman of the Board of Directors | ||
| (Principal Executive Officer) | ||
| Date: April 4, 2025 |
5
Golden Heaven Group Holdings Ltd.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Golden Heaven Group Holdings Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Golden Heaven Group Holdings Ltd. (the “Company”) as of September 30, 2024 and 2023, the related consolidated statements of operations and comprehensive income, changes in equity, and cash flows for each of the three years in period ended September 30, 2024, 2023 and 2022, and the related notes (collectively referred to as the “Financial Statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of September 30, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 30, 2024, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the United States federal securities laws. and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ | |
| January 27, 2025 | |
| PCAOB ID Number | |
| We have served as the Company’s auditor since 2023. |
F-2
GOLDEN HEAVEN GROUP HOLDING LTD.
CONSOLIDATED BALANCE SHEETS
| September 30, 2024 | September 30, 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Advances to suppliers and other current assets | ||||||||
| Other receivables | ||||||||
| TOTAL CURRENT ASSETS | $ | $ | ||||||
| Property and equipment, net | $ | $ | ||||||
| Right-of-use assets | ||||||||
| Other non-current assets | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other payables | ||||||||
| Tax payable | ||||||||
| Advances from customers | ||||||||
| Loan payables | ||||||||
| Lease liability-current | ||||||||
| TOTAL CURRENT LIABILITIES | $ | $ | ||||||
| NON-CURRENT LIABILITIES | ||||||||
| Lease liability-non-current | ||||||||
| Other non-current liabilities | ||||||||
| Amount due to related party | $ | $ | ||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Golden Heaven Group Holdings Ltd., Stockholders’ equity | ||||||||
| Class A ordinary shares, $ | $ | $ | ||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-3
GOLDEN HEAVEN GROUP HOLDING LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| For the Fiscal Year Ended | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| General and administrative expenses | ||||||||||||
| Selling expenses | ||||||||||||
| Total operating expenses | ||||||||||||
| (Loss) Income from operations | ( | ) | ||||||||||
| Other income (expenses) | ||||||||||||
| Interest income | ||||||||||||
| Interest expenses | ( | ) | ( | ) | ( | ) | ||||||
| Gain (Loss) on disposal of property and equipment | ( | ) | ( | ) | ||||||||
| Other income (expenses), net | ( | ) | ||||||||||
| Total other income (expenses), net | ( | ) | ||||||||||
| Profit before income tax | ||||||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ||||||
| Net (loss) income | $ | ( | ) | $ | ||||||||
| Other comprehensive income | ||||||||||||
| Net (loss) income | $ | ( | ) | $ | ||||||||
| Foreign currency translation | ( | ) | ( | ) | ||||||||
| Comprehensive income | ||||||||||||
| Basic & diluted (losses) earnings per share | $ | ( | ) | $ | $ | |||||||
| Basic & diluted weighted average number of ordinary shares | ||||||||||||
| * | Share have been retroactively adjusted to reflect the decreased number of shares resulting from a reverse stock split effective from September 19, 2024 (Note 1). |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
GOLDEN HEAVEN GROUP HOLDING LTD.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Ordinary shares | Statutory | Additional paid-in | Retained | Accumulative other comprehensive | ||||||||||||||||||||||||||||
| Class A* | Class B* | Amount | reserve | capital | earnings | loss | Total | |||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Issuance of common stocks-cash | — | |||||||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||
| Statutory reserve | — | — | ( | ) | ||||||||||||||||||||||||||||
| Foreign currency translation | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Ordinary shares | Statutory | Additional paid-in | Retained | Accumulative other comprehensive | ||||||||||||||||||||||||||||
| Class A* | Class B* | Amount | reserve | capital | earnings | loss | Total | |||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Issuance of common stocks-cash | — | |||||||||||||||||||||||||||||||
| Share-based payments-omnibus equity plan | — | |||||||||||||||||||||||||||||||
| Effect of rounding fractional shares into whole shares upon reverse stock split | — | ( | ) | |||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Statutory reserve | — | — | ( | ) | ||||||||||||||||||||||||||||
| Foreign currency translation | — | — | ||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
GOLDEN HEAVEN GROUP HOLDING LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Fiscal Year Ended | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||
| Depreciation and amortization | ||||||||||||
| (Gain) Loss on disposal of property and equipment | ( | ) | ||||||||||
| Share-based payments | ||||||||||||
| Changes in operating assets and liabilities | ||||||||||||
| Other receivables | ( | ) | ( | ) | ( | ) | ||||||
| Other current assets | ( | ) | ||||||||||
| Operating lease assets and liabilities | ||||||||||||
| Accounts payable | ( | ) | ||||||||||
| Accrued expenses and other payables | ( | ) | ( | ) | ||||||||
| Advances from customers | ( | ) | ( | ) | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ( | ) | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
| Proceeds from disposal of equipment | ||||||||||||
| Additions to property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by (used in) investing activities | ( | ) | ( | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Advances from related party | ||||||||||||
| Repayment of amounts due to related parties | ( | ) | ( | ) | ||||||||
| Proceeds from the issuance of ordinary shares, net of issuance costs | ||||||||||||
| Repayment of loan | ( | ) | ( | ) | ||||||||
| Proceeds from loan payable | ||||||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||||||
| Effect of change in exchange rate | ( | ) | ( | ) | ||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||||||
| Cash and cash equivalents, beginning of year | ||||||||||||
| Cash and cash equivalents, end of year | $ | $ | ||||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
| Cash paid for interest expense | ||||||||||||
| Cash paid for income tax | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
GOLDEN HEAVEN GROUP HOLDING LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
Golden Heaven Group Holdings Ltd. (the “Company”)
is a holding company incorporated on
Golden Heaven BVI is a holding company holding all of the outstanding equity of Golden Heaven Group Management Limited (“Golden Heaven HK”), which was established in Hong Kong on February 26, 2020. Golden Heaven HK is a holding company holding all of the outstanding equity of Nanping Golden Heaven Amusement Park Management Co., Ltd. (“Golden Heaven WFOE”), which was established on December 14, 2020 under the laws of the People’s Republic of China (“PRC” or “China”).
Golden Heaven WFOE, through its wholly owned subsidiaries, namely, Changde Jinsheng Amusement Development Co., Ltd., Qujing Jinsheng Amusement Investment Co., Ltd., Tongling Jinsheng Amusement Investment Co., Ltd., Yuxi Jinsheng Amusement Development Co., Ltd., Yueyang Jinsheng Amusement Development Co., Ltd., Mangshi Jinsheng Amusement Park Co., Ltd., each a PRC company, engages in the management and operation of urban amusement parks, water parks, and complementary recreational facilities. Our revenue is primarily generated from selling access to rides and attractions, charging fees for special event rentals, and collecting regular rental payments from commercial tenants.
On September 19, 2024, the Company has authorized
and approved a
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation and principle of consolidation
These consolidated financial statements (“financial statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America, or US GAAP.
The Company’s functional currency of subsidiaries in China is the Chinese Renminbi (RMB). Other subsidiaries outside of China use the U.S. Dollar (USD) as the functional currency. The accompanying consolidated financial statements have been translated and presented in USD.
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Segment Information
The Company maintains discrete financial information
for each of its six parks, which is used by the Chief Operating Decision Maker (“CODM”), as a basis for allocating resources
and assessing performance. All six parks have been identified as an operating segment and meets the criteria for aggregation due to similar
economic characteristics. In addition, all of the parks provide similar products and services and share similar processes for delivering
services. The parks have a high degree of similarity in the workforces and target similar consumer groups. Accordingly, based on these
economic and operational similarities and the way the CODM monitors and makes decisions affecting the operations, the Company has concluded
that its operating segments may be aggregated and that it has
| Main services provided in each park | Representative revenue-generating activities, products or services | |
| Sales of in-park recreation | Ticket sales | |
| Rental income | Venue rental | |
| Park service fees | Income from services such as circuses and food festivals |
F-7
GOLDEN HEAVEN GROUP HOLDING LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Use of Estimates
The Company’s consolidated financial statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but are not limited to, the allowance for credit loss, estimated useful life and residual value of property and equipment, impairment of long-lived assets and deferred revenue. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our consolidated financial statements.
Impairment of Long-Lived Assets
In accordance with the ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets.
If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.
Fair Value of Financial Instruments
The Company has adopted Financial Accounting Standards Board ASC Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in US GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following:
| Level 1 — | Quoted prices in active markets for identical assets or liabilities. | |
| Level 2 — | Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| Level 3 — | Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities. |
Our cash and cash equivalents and restricted cash are classified within Level 1 of the fair value hierarchy because they are valued using quoted market price.
F-8
GOLDEN HEAVEN GROUP HOLDING LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Cash and Cash Equivalents
Cash and cash equivalents included cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less.
Deposits in banks in the PRC are only insured
by the government up to RMB
Revenue Recognition
We apply the five steps defined under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We assess its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. We allocate the transaction price to each performance obligation based on the relative stand-alone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer.
We do not make any significant judgment in evaluating when control is transferred. Revenue is recorded net of value-added tax.
Revenue recognitions are as follows:
To enjoy the rides and attractions that the parks
offer, the guests need to obtain prepaid cards at ticket booths with a modest security deposit of less than $
Sales of in-park recreation: Revenue from the provision of in-park recreation is recognized when the relevant services are rendered and the customer simultaneously receives and consumes the benefits provided by the Company. The revenue is net of any rebates when customers make cash prepayments to the prepaid cards.
F-9
GOLDEN HEAVEN GROUP HOLDING LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Rental income: Rental income primarily consists of regular rental payments from commercial tenants who operate convenience stores within the parks. It also includes rental payments from operators of amusement facilities in Mangshi and Yueyang, such as boat rides, water park, animal encounter and ice rink. Such operators are fully responsible for the profits and losses of their businesses. Rental income is recognized on a time proportion basis over the lease terms.
Park service revenue: The Company’s recognition of park service revenue occurs when a service is completed.
The following table identifies the disaggregation of our revenue for the years ended September 30, 2024, 2023 and 2022, respectively:
| 2024 | 2023 | 2022 | ||||||||||
| Sales of in-park recreation | $ | $ | $ | |||||||||
| Rental income | ||||||||||||
| Park service fees | ||||||||||||
| Total revenue | $ | $ | $ | |||||||||
| Time of Revenue Recognition: | ||||||||||||
| Sales of in-park recreation at a point in time | $ | $ | $ | |||||||||
| Rental income over time | ||||||||||||
| Park service fees at a point in time | ||||||||||||
| Total revenue | $ | $ | $ | |||||||||
Costs of revenue consisted primarily of compensation
of operational employees, depreciation of amusement facilities, daily maintenance costs, utility bills and rental fee, etc. For the fiscal years
ended September 30, 2024, September 30, 2023 and September 30, 2022, the Company incurred $
General and administrative expenses consisted
primarily of compensation of administrative and management employees, depreciation of computer and furniture and professional fees, etc.
For the fiscal years ended September 30, 2024, September 30, 2023 and September 30, 2022, the Company had $
Advertising costs
The costs of other advertising, promotion, and
marketing programs are charged to operations when incurred. As of September 30, 2024 and September 30, 2023, the Company had
$
Advertising expense was , $
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income.
Depreciation related to property and equipment
used in production is reported in cost of sales, and includes amortized amounts related to capital leases.
| Machinery | ||
| Electronic equipment | ||
| Office equipment | ||
| Park facilities | ||
| Vehicles | ||
| Other |
F-10
GOLDEN HEAVEN GROUP HOLDING LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Foreign Currency and Other Comprehensive Income (Loss)
The financial statements of the Company’s
foreign subsidiaries are measured using the local currency as the functional currency; however, the reporting currency of the Company
is the USD. Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate
at the balance sheet dates, while equity accounts are translated using historical exchange rate. The exchange rate we used to convert
RMB to USD was
Income Taxes
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This ASC also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company did not have any uncertain tax positions from the continuing operations and the discontinued operations at September 30, 2024 and 2023.
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-25 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
Lease
We adopted ASU No. 2016-02, Leases (Topic 842), or ASC 842, from January 1, 2020. We determine if an arrangement is a lease or contains a lease at lease inception. For operating leases, we recognize a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over the lease term on the consolidated balance sheets at commencement date. As most of our leases do not provide an implicit rate, we estimate our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any lease payments made, net of lease incentives. Lease expense is recorded on a straight-line basis over the lease term. Our leases often include options to extend and lease terms include such extended terms when we are reasonably certain to exercise those options. Lease terms also include periods covered by options to terminate the leases when we are reasonably certain not to exercise those options.
Statutory reserves
Pursuant to the laws applicable to the PRC, PRC
entities must make appropriations from after-tax profits to the non-distributable “statutory surplus reserve fund”. Subject
to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of
Related Parties
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions in Note 13.
F-11
GOLDEN HEAVEN GROUP HOLDING LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Concentration and Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are cash and cash equivalents, and accounts receivable arising from its normal business activities. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions.
The Company’s operations are carried out
in the PRC. Accordingly, our business, financial condition, and results of operations may be influenced by the political, economic, and
legal environment in the PRC, and by the general state of the economy of the PRC. Our operations in the PRC are subject to specific considerations
and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected
by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance
abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject us to concentrations of
credit risk consist principally of cash and cash equivalent. All of our cash is maintained with state-owned banks, commercial banks or
third-party service provider certified by the People’s bank of China, such as Alipay, within the PRC. Per PRC regulations, the maximum
insured bank deposit amount is RMB
Share-based compensation
The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments”). Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date.
Earnings per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income attributable to ordinary shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, earn out shares, warrants and stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There is no anti-dilutive effect for the years ended September 30, 2024, 2023 and 2022.
Receivable and Allowances
On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Upon adoption, the Company changed the impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting from the application of ASC 606, including contract assets. The adoption of the guidance had no impact on the allowance for credit losses for other receivable.
Prior to the Company’s adoption of ASU 2016-13, other receivable are presented net of allowance for doubtful accounts. The Company usually determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company maintains allowance for potential credit losses on other receivable. Management reviews the composition of other receivable and analyses historical bad debt, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to estimate the allowance. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted and the potential for recovery is considered remote.
After the adoption of ASU 2016-13, The Company maintains an allowance for credit losses and records the allowance for credit losses as an offset to other receivable and the estimated credit losses charged to the allowance is classified as “General and administrative expenses” in the consolidated statements of income and comprehensive income. The Company assesses collectability by reviewing other receivable on an individual basis because the Company had limited customers and each of them has difference characteristics, primarily based on business line and geographical area. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.
F-12
GOLDEN HEAVEN GROUP HOLDING LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
New Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures.” This ASU expands required public entities’ segment disclosures, including disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023 07 is applied retrospectively to all periods presented in financial statements, unless it is impracticable. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted this guidance effective July 1, 2024 and the adoption of this ASU is not expected to have a material impact on its financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU requires additional quantitative and qualitative income tax disclosures to enable financial statements users better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company plans to adopt this guidance effective July 1, 2025 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying consolidated financial statements.
3. ADVANCES TO SUPPLIERS AND OTHER CURRENT ASSETS
The amount of other current assets consisted of the following:
| September 30, 2024 | September 30, 2023 | |||||||
| Prepayments for advertisements | $ | $ | ||||||
| Prepayment of projects | ||||||||
| Prepayments of land leases | ||||||||
| Total | $ | $ | ||||||
As
of September 30, 2024, prepayment of projects was $
On July 16, 2021, Yueyang Jinsheng Amusement
Development Co., Ltd. signed an amusement park construction contract with Fujian Xiangning Construction Engineering Co., Ltd. in the amount
of $
On September 27, 2023, Nanping Golden Heaven signed
an amusement park construction contract with Fujian Xinchang Construction Engineering Co., Ltd in the amount of $
On September 27, 2023, Nanping Golden Heaven signed
a construction contract with Fujian Xinchang Construction Engineering Co., Ltd in the amount of $
On September 28, 2023, Nanping Golden Heaven signed
a construction contract with Fujian Xinchang Construction Engineering Co., Ltd in the amount of $
On August 29, 2024, Nanping Golden Heaven signed
a construction contract with Fujian Xinchang Construction Engineering Co., Ltd in the amount of $
As of September 30, 2023, prepayment of projects
was $
On September 28, 2023, Nanping Golden Heaven signed
an amusement park construction contract with Fujian Xinchang Construction Engineering Co., Ltd in the amount of $
F-13
GOLDEN HEAVEN GROUP HOLDING LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. OTHER NON-CURRENT ASSETS
The amount of other non-current assets consisted of the following:
| September 30, 2024 | September 30, 2023 | |||||||
| Prepayment of projects | $ | $ | ||||||
| Prepayments of land leases | ||||||||
| Deposit | ||||||||
| Total | $ | $ | ||||||
As of September 30, 2024, prepayments of projects were transferred
to other current assets as the projects were expected to be completed within
5. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| Machinery | $ | $ | ||||||
| Office equipment | ||||||||
| Electronic equipment | ||||||||
| Vehicle | ||||||||
| Park facilities | ||||||||
| Subtotal | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Depreciation expense included in general and administration
expenses for the fiscal years ended September 30, 2024, 2023 and 2022 was $
F-14
GOLDEN HEAVEN GROUP HOLDING
LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. LEASES
The Company’s noncancelable operating leases
consist of leases for office space and land. The Company is the lessee under the terms of the operating leases. For the fiscal year ended
September 30, 2024 and 2023, the operating lease cost was $
The Company’s operating leases have remaining
lease terms that range from approximately
Maturities of lease liabilities were as follows:
| Year ending September 30, 2024 | Operating Lease | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| From 2030 to June 30, 2038 | ||||
| Total | $ | |||
| Less: amounts representing interest | $ | |||
| Present value of future minimum lease payments | ||||
| Less: Current obligations | ||||
| Long term obligations | $ | |||
| Year ending September 30, 2023 | Operating Lease | |||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| From 2029 to June 30, 2038 | ||||
| Total | $ | |||
| Less: amounts representing interest | $ | |||
| Present value of future minimum lease payments | ||||
| Less: Current obligations | ||||
| Long term obligations | $ | |||
F-15
GOLDEN HEAVEN GROUP HOLDING LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. ACCOUNTS PAYABLE
The amount of accounts payable consisted of the following:
| September 30, 2024 | September 30, 2023 | |||||||
| Payable of projects | $ | $ | ||||||
| Park facilities | ||||||||
| Total | $ | $ | ||||||
The payables for park facilities mainly are infrastructure work for the amusement park.
8. ACCRUED EXPENSES AND OTHER PAYABLES
The amount of accrued expenses and other payables consisted of the following:
| September 30, 2024 | September 30, 2023 | |||||||
| Payable for projects | $ | $ | ||||||
| Audit fees | ||||||||
| Accrued salaries | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
9. TAX PAYABLE
The amount of tax payable consisted of the following:
| September 30, 2024 | September 30, 2023 | |||||||
| Income tax payable | $ | $ | ||||||
| Other payables | ||||||||
| Total | $ | $ | ||||||
10. OTHER NON-CURRENT LIABILITIES
The amount of other non-current liabilities consisted of the following:
| September 30, 2024 | September 30, 2023 | |||||||
| Tenant deposit | $ | $ | ||||||
The tenant deposits are deposits made by the tenant of food stalls, family zoo and other leased out facilities.
F-16
GOLDEN HEAVEN GROUP HOLDING
LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. ADVANCES FROM CUSTOMERS
The amount of advances from customers consisted of the following:
| September 30, 2024 | September 30, 2023 | |||||||
| Amusement park card recharge | $ | $ | ||||||
12. LOAN PAYABLES
Short term loans — banks
Outstanding balances on short-term bank loans consisted of the following:
| Institution name | Maturity | Interest rate | Collateral/ earnings | September 30, 2024 | September 30, 2023 | |||||||||||
| China Construction Bank | % | $ | $ | |||||||||||||
| China Construction Bank | % | $ | $ | |||||||||||||
As September 30, 2023, the short-term bank loans
$
13. RELATED PARTY BALANCES
As of September 30, 2024, the amount due to the related parties consisted of the following:
| Name | Amount (US$) | Relationship | Note | |||||
| Shareholders | $ | |||||||
As of September 30, 2023, the amount due to the related parties consisted of the following:
| Name | Amount (US$) | Relationship | Note | |||||
| Qiong Jin* | $ | |||||||
| Shareholders | ||||||||
| Total | $ | |||||||
| * |
14. INCOME TAX
Cayman Islands
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control regulations or currency restrictions in the Cayman Islands.
British Virgin Islands
Golden Heaven BVI is incorporated in the BVI as an offshore holding company and is not subject to tax on income or capital gain under the laws of BVI.
F-17
GOLDEN
HEAVEN GROUP HOLDING LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. INCOME TAX (cont.)
Payments of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the BVI and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary Shares, as the case may be, nor will gains derived from the disposal of our Ordinary Shares be subject to BVI income or corporation tax.
Hong Kong
Golden Heaven HK is incorporated in Hong Kong
and is subject to profit taxes in Hong Kong at a rate of
PRC
Effective on January 1, 2008, the Taxation
Law of PRC stipulates that domestic enterprises and foreign invested enterprises (the “FIEs”) are subject to a uniform tax
rate of
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the fiscal years ended September 30, 2024, 2023 and 2022, the Company had no unrecognized tax benefits.
The Company has not provided deferred tax assets from foreign subsidiaries’ operating losses, because currently no foreign business operations and no future income are anticipated.
The amount of unrecognized deferred tax liabilities for temporary differences related to dividends from foreign subsidiaries is not determined, because such determination is not practical.
The Company has not provided deferred taxes on undistributed earnings attributable to its PRC subsidiaries, as such undistributed earnings are to be permanently reinvested.
The Company does not anticipate any significant increase to its liability for unrecognized tax benefits within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.
The Company accounts for uncertainty in income taxes using a two-step
approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining
if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including
resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that
is more than
Profit before income taxes is attributable to the following geographic locations for the years ended September 30:
| 2024 | 2023 | 2022 | ||||||||||
| Cayman Islands | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| PRC | ||||||||||||
| BVI | ( | ) | ||||||||||
| HK | ( | ) | ( | ) | ||||||||
| Total profit before income taxes | $ | $ | $ | |||||||||
F-18
GOLDEN HEAVEN GROUP HOLDING
LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. INCOME TAX (cont.)
The components of the income tax provision were as follows:
| 2024 | 2023 | 2022 | ||||||||||
| Current tax provision | ||||||||||||
| Cayman Islands | $ | $ | $ | |||||||||
| PRC | ||||||||||||
| BVI | ||||||||||||
| HK | ||||||||||||
| Total income tax provisions | $ | $ | $ | |||||||||
Reconciliation of the differences between the income tax provision computed based on PRC statutory income tax rate and the Company’s actual income tax provision for the years ended September 30, 2024, 2023 and 2022 are as follows:
| 2024 | 2023 | 2022 | ||||||||||
| Income tax expense computed based on PRC statutory | $ | $ | $ | |||||||||
| Deferred tax asset on unutilized tax losses not recognized | ||||||||||||
| Total | $ | $ | $ | |||||||||
The Company’s deferred tax assets, net was comprised of the following:
| 2024 | 2023 | 2022 | ||||||||||
| Net operating loss | $ | $ | $ | |||||||||
| Deferred tax asset | $ | $ | $ | |||||||||
| Valuation allowance | ( | ) | ( | ) | ( | ) | ||||||
| Total deferred tax assets, net | $ | $ | $ | |||||||||
The
Company’s operations incurred a cumulative net operating loss (“NOL”) which may reduce future taxable income. During
the year ended September 30, 2022, the cumulative NOL was $
The Company periodically evaluates the likelihood of the realization
of deferred tax assets, and reduces the carrying amount of the deferred tax assets by a valuation allowance to the extent it believes
a portion will not be realized. Management considers new evidence, both positive and negative, that could affect the Company’s future
realization of deferred tax assets including its recent cumulative earnings experience, expectation of future income, the carry forward
periods available for tax reporting purposes and other relevant factors. The Company determined that it is more likely than not its deferred
tax assets could not be realized due to uncertainty on future earnings in the PRC. operations. The Company provided a
15. EQUITY
On September 19, 2024, the Company has authorized
and approved a
On April 14, 2023, the Company closed the
initial public offering (the “IPO”), relating to the Company’s
On April 12, 2024, the Company entered into
a securities purchase agreement, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate of
On May 9, 2024, the Company’s board
of directors granted
On July 26, 2024, the Company entered into
a securities purchase agreement, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate of
On July 26, 2024, Heng Yang Investment Management
CO Pte. Ltd., Hengrui Investment Holding Ltd., Heng Yu Capital Investment Pet. Ltd., Jinqiu Investment Holding Co. Ltd., Joygrace Investment
Pet. Ltd., Rongcheng Investment Holdings Limited, Tianhui Investment Holding Co. Limited, (“Holders”), or its assigns, in
partial consideration for entering into that certain Share Purchase Agreement, by and between the Company and Holders, is entitled, subject
to the provisions of this Warrant, to purchase from the Company
F-19
GOLDEN
HEAVEN GROUP HOLDING LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. EQUITY (cont.)
On August 13, 2024, Gan Xiaochun (“Holder”),
or its assigns, in partial consideration for entering into that certain Share Purchase Agreement, by and between the Company and Holder,
is entitled, subject to the provisions of this Warrant, to purchase from the Company
The share numbers in this Note 15 are pre-reverse stock split effected on September 19, 2024.
During the fiscal years ended September 30,
2024, 2023 and 2022, the Company’s PRC subsidiaries collectively contributed $
16. COMMITMENTS AND CONTINGENCIES
Commitments
As of September 30, 2024, Nanping Golden Heaven Amusement Park
Management Co., Ltd. (“Nanping Golden Heaven”) entered into
On September 27, 2023, Nanping Golden Heaven signed
a construction contract with Fujian Xinchang Construction Engineering Co., Ltd. (“Fujian Xinchang”) in the amount of $
On September 28, 2023, Nanping Golden Heaven signed
a construction contract with Fujian Xinchang in the amount of $
On August 29, 2024, Nanping Golden Heaven signed a construction contract
with Fujian Xinchang in the amount of $
The Company expects to invest an additional amount of $
F-20
GOLDEN HEAVEN GROUP HOLDING LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. RISKS AND UNCERTAINTIES
Contingencies
Three putative class action lawsuits were filed on December 8, 2023, December 19, 2023 and January 17, 2024 by certain shareholders against the Company, our former Chief Executive Officer, Qiong Jin, our then Chief Financial Officer, Jinguang Gong and our independent directors in the Supreme Court of the State of New York (Case No. 161978/2023) and United States District Court for the Central District of California (Case No. 2:23-cv-10619-HDV-SK and Case No. 2:24-cv-00423-SVW-AJR). Two complaints filed in United States District Court for the Central District of California on behalf of persons or entities who purchased or otherwise acquired publicly traded securities of the Company during the class period assert claims that plaintiffs were economically damaged, and generally allege that the referenced defendants violated sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, by making allegedly false and misleading statements regarding, among other matters, the Company’s business operations, management, financial condition and prospects. One complaint filed in the Supreme Court of the State of New York on behalf of persons or entities who purchased or otherwise acquired publicly traded securities of the Company during the class period asserts claims that the plaintiffs were economically damaged, and generally alleges that the defendants violated sections 11 and 15 of the Securities Exchange Act of 1933, as amended, by making allegedly inaccurate, untrue and misleading statements regarding, among other matters, the Company’s business operations, management, financial condition and prospects.
From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
PRC Regulations
There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances. We are considered foreign persons or foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws and regulations related to foreign persons and foreign funded enterprises. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.
18. SUBSEQUENT EVENTS
On November 18, 2024, Golden Heaven
Group Holdings Ltd. the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain
investors. The investors agreed to subscribe for and purchase from the Company, through a private placement, a total of
In addition, pursuant to the Securities
Purchase Agreement, the Company will issue warrants (the “Warrants”) to the investors granting the investors the right to
purchase up to
Also on November 18, 2024, the Company
entered into a series of amendments to warrant with existing holders of warrants, pursuant to which, (i) the exercise price were amended
to be US$
F-21
GOLDEN HEAVEN GROUP HOLDING
LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. SUBSEQUENT EVENTS (cont.)
On December 10, 2024, the Company filed Form S-8. This Registration
Statement is being filed by the Company to register
On
November 12, 2024, Tongling Jinsheng Amusement Investment Co., Ltd., an operating entity of the Company,
entered into a lease agreement with Fuzhou Yibang Amusement Park Co., LTD (“Fuzhou Yibang”) to lease the entirety of Tongling
West Lake Amusement World, one of the Company’s amusement parks, to Fuzhou Yibang for a term of 10 years. The annual rent is set
at RMB
On November 12, 2024, Yueyang Jinsheng Amusement
Development Co., Ltd., an operating entity of the Company, entered into a lease agreement with Fuzhou Yibang to lease the entirety of
Yueyang Amusement World, one of the Company’s amusement parks (together with Tongling West Lake Amusement World, the “Parks”),
to Fuzhou Yibang for a term of 10 years. The annual rent is set at RMB
On December 24, 2024, Golden Heaven Group Holdings Ltd. the Company
entered into a series of long-term lease agreements with Fuzhou Yibang Amusement Park Co., LTD (“Fuzhou Yibang”). Yuxi Jinsheng
Amusement Development Co., Ltd., an operating entity of the Company, entered into a lease agreement with Fuzhou Yibang to lease the entirety
of Yunnan Yuxi Jinsheng Amusement Park, located in Yuxi City, Yunnan Province, China, one of the Company’s amusement parks, to Fuzhou
Yibang for a term of 10 years. The annual rent for the first year is set at RMB
Changde Jinsheng Amusement Development Co., Ltd.,
an operating entity of the Company, entered into a lease agreement with Fuzhou Yibang to lease the entirety of Changde Jinsheng Amusement
Park, located in Changde City, Hunan Province, China, one of the Company’s amusement parks, to Fuzhou Yibang for a term of 10 years.
The annual rent for the first year is set at RMB
Qujing
Jinsheng Amusement Investment Co., Ltd., an operating entity of the Company, entered into a lease agreement with Fuzhou Yibang to lease
the entirety of Qujing Jinsheng Amusement Park, located in Yujing City, Yunnan Province, China, one of the Company’s amusement parks,
to Fuzhou Yibang for a term of 10 years. The annual rent for the first year is set at RMB
On
January 8, 2025, Golden Heaven Group Holdings Ltd. the Company, through Nanping Golden Heaven Amusement Park Management Co., Ltd. (the
“Nanping Golden Heaven”), a subsidiary of the Company, signed a long-term service agreement (the “Service Agreement”)
with Fuzhou Yibang Amusement Park Co., Ltd. (the “Fuzhou Yibang”). Pursuant to the Service Agreement, Nanping Golden Heaven
will provide a fully integrated amusement park management software suite to Fuzhou Yibang, including ticket sales, membership management,
event planning, data analytics, and custom modules. Additionally, Nanping Golden Heaven will offer three years of maintenance services
to Nanping Golden Heaven, including trouble-solving, system optimization and ongoing support. In consideration of the services, Fuzhou
Yibang agrees to pay a service fee of RMB
On January 8, 2025, the Company , through Nanping Golden Heaven Amusement Park Management Co., Ltd. (the “Nanping Golden Heaven”), a subsidiary of the Company, signed a long-term service agreement (the “Service Agreement”) with Fuzhou Yibang Amusement Park Co., Ltd. (the “Fuzhou Yibang”).
F-22
Exhibit 12.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Jinguang Gong, certify that:
1. I have reviewed this annual report on Form 20-F/A of Golden Heaven Group Holdings Ltd. (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Date: April 4, 2025
| By: | /s/ Jinguang Gong | ||
| Name: | Jinguang Gong | ||
| Title: | Chief Financial Officer (Principal | ||
| Accounting and Financial Officer) | |||
Exhibit 13.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Golden Heaven Group Holdings Ltd. (the “Company”) on Form 20-F/A for the year ended September 30, 2024, as filed with the Securities and Exchange Commission on April 4, 2025 (the “Report”), I, Jinguang Gong, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 4, 2025
| By: | /s/ Jinguang Gong | ||
| Name: | Jinguang Gong | ||
| Title: | Chief Financial Officer (Principal | ||
| Accounting and Financial Officer) | |||