20-F - GSUN - Equibles

UNITED

STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM

20-F

☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the fiscal year ended September 30, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of event requiring this shell company report

For

the transition period from to

Commission

file number: 001-41425

Golden

Sun Health Technology Group Ltd

金太阳健康科技集团有限公司

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman

Islands

(Jurisdiction of incorporation or organization)

Room

503, Building C2, No. 1599

Xinjinqiao

Road, Pudong New Area

Shanghai,

China 200083

+86-0577-56765303

(Address of principal executive offices)

Xueyuan

Weng, Chief Executive Officer

Telephone:

86-13968836059

Email:

wxy@cngsun.com

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

| Class A ordinary shares, $0.005 par value per share | GSUN | The Nasdaq Stock Market LLC |

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 1,577,944 Class A ordinary shares and 403,000 Class B ordinary shares, par value $0.005 per share, as of September 30, 2024.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

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 ☐ No ☒

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.

Yes ☒ No ☐

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).

Yes ☒ No ☐

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	☐

| Non-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. ☐

*	The<br> term “new or revised financial accounting standard” refers to any update issued<br> by the Financial Accounting Standards Board to its Accounting Standards Codification after<br> April 5, 2012.

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:

U.S. GAAP ☒	International Financial Reporting Standards as issued by the	Other ☐

| | International Accounting Standards Board ☐ | | | * | 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

INTRODUCTION		ii
PART I		1
ITEM 1.	IDENTITY<br> OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER<br> STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY<br> INFORMATION	1
ITEM 4.	INFORMATION<br> ON THE COMPANY	35
ITEM 4A.	UNRESOLVED<br> STAFF COMMENTS	55
ITEM 5.	OPERATING<br> AND FINANCIAL REVIEW AND PROSPECTS	55
ITEM 6.	DIRECTORS,<br> SENIOR MANAGEMENT AND EMPLOYEES	67
ITEM 7.	MAJOR<br> SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	73
ITEM 8.	FINANCIAL<br> INFORMATION	73
ITEM 9.	THE<br> OFFER AND LISTING	74
ITEM 10.	ADDITIONAL<br> INFORMATION	74
ITEM 11.	QUANTITATIVE<br> AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	81
ITEM 12.	DESCRIPTION<br> OF SECURITIES OTHER THAN EQUITY SECURITIES	82
PART II		83
ITEM 13.	DEFAULTS,<br> DIVIDEND ARREARAGES AND DELINQUENCIES	83
ITEM 14.	MATERIAL<br> MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	83
ITEM 15.	CONTROLS<br> AND PROCEDURES	83
ITEM 16.	[RESERVED]	84
ITEM 16A.	AUDIT<br> COMMITTEE FINANCIAL EXPERT	85
ITEM 16B.	CODE<br> OF ETHICS	85
ITEM 16C.	PRINCIPAL<br> ACCOUNTANT FEES AND SERVICES	85
ITEM 16D.	EXEMPTIONS<br> FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	86
ITEM 16E.	PURCHASES<br> OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	86
ITEM 16F.	CHANGE<br> IN REGISTRANT’S CERTIFYING ACCOUNTANT	86
ITEM 16G.	CORPORATE<br> GOVERNANCE	86
ITEM 16H.	MINE<br> SAFETY DISCLOSURE	87
ITEM 16I.	DISCLOSURE<br> REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSEPCTIONS	87
ITEM 16J	INSIDER<br> TRADING POLICIES	87
ITEM 16K	CYBERSECURITY	87
PART III		88
ITEM 17.	FINANCIAL<br> STATEMENTS	88
ITEM 18.	FINANCIAL<br> STATEMENTS	88
ITEM 19.	EXHIBITS	88

INTRODUCTION

We are a holding company incorporated as an exempted company in the Cayman Islands with no material operations of our own. We are not a Chinese company. Investors of our Class A ordinary shares own shares of a Cayman Islands holding company. Unless otherwise stated, as used in this annual report and in the context of describing our operations and consolidated financial information, “we,” “us,” the “Company,” or “our company” refers to Golden Sun Health Technology Group Limited, formerly known as Golden Sun Education Group Limited, a holding company incorporated as an exempted company in the Cayman Islands. For a description of our corporate structure, see “Item 3. KEY INFORMATION–Corporate Structure.”

Our Chinese subsidiaries primarily operate in the Chinese education section, which has been going through a series of reforms. New laws and guidelines have been promulgated and released to regulate the industry in 2021. On September 1, 2021, the revised Implementation Rules for the Law for Promoting Private Education of the PRC (the “Implementing Regulation”), which regulates the establishment, organization and operation of private schools, teachers and educators, assets and financial management of schools, became effective. The revised Implementing Regulation prohibits private schools that provide compulsory education to be controlled by means of agreements (such as VIE Agreements, as defined below), or to enter into any transactions with any related parties. In response to these regulatory changes, in September 2021, the Company completed a reorganization to divest its operations involving two private schools, which were previously structured as variable interest entities (VIEs). These VIEs provided compulsory education through a series of contractual arrangements (the “VIE Agreements”), which provided contractual exposure to foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in the Chinese operating companies. However, this practice is prohibited under the revised Implementation Regulation. See “Item 3. KEY INFORMATION–The Reorganization” for more information on the above-referenced reorganization. As of the date of this annual report, the Company does not provide any compulsory education in China, and all discussions relating to the Company’s operation of its former VIEs are provided for historical context only. Following the restructuring, the Company diversified its operations, expending into the wellness and e-commerce industries in 2023 and entering the cultural tourism sector in 2024.

In this annual report on Form 20-F, unless the context otherwise requires, references to:

●	“Golden<br> Sun (SH)” are to the wholly owned subsidiary of Golden Sun (SH) Cultural and Tourism<br> Research Institute Limited, formerly named as Golden Sun Hong Kong, CF (HK) Health Technology<br> Limited, a Hong Kong limited company;
●	“China”<br> or the “PRC” are to the People’s Republic of China;
---	---
●	“Chongwen<br> Middle School” are to Wenzhou City Longwan District Chongwen Middle School, which we<br> controlled prior to the Reorganization via an entrustment agreement among Chongwen Middle<br> School, Golden Sun Shanghai and Mr. Xueyuan Weng, as well as a Concerted Action Agreement<br> among two of Chongwen Middle School’s sponsors and the representative of its employees;
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●	“Class<br> A ordinary shares” are to our Class A ordinary shares, par value $0.005 per share,<br> each entitled to one vote, and not convertible into Class B ordinary shares under any circumstances;
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●	“Class<br> B ordinary shares” are to our Class B ordinary shares, par value $0.005 per share.<br> Holders of Class A ordinary shares and Class B ordinary shares have the same rights except<br> for voting and conversion rights: each Class A ordinary Share is entitled to one vote, and<br> each Class B ordinary share is entitled to five votes and is convertible into one Class A<br> ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible<br> into Class B ordinary shares under any circumstances;
---	---
●	“compulsory<br> education” are to the nine years of education mandated by the PRC, consisting of six<br> years of primary education and three years of secondary education;
---	---
●	“Double<br> First Class University Plan” are to “The World First Class University”<br> and “First Class Academic Discipline Construction” combined, a tertiary education<br> development initiative designed by the PRC government in 2015 aiming to comprehensively develop<br> elite Chinese universities and their individual faculty departments into world-class institutions<br> by the end of 2050;
---	---
●	“Gaokao”<br> are to China’s standardized college entrance examination;
---	---

●	“Golden<br> Sun Cayman” are to Golden Sun Health Technology Group Limited, formerly known as Golden<br> Sun Education Group Limited, an exempted company with limited liability incorporated under<br> the laws of the Cayman Islands;
●	“Golden<br> Sun Hong Kong” are to the wholly owned subsidiary of Golden Sun Cayman, Hongkong Jintaiyang<br> International Education Holding Group, a Hong Kong private limited company;
---	---
●	“Golden<br> Sun Selection” are to Zhejiang Golden Sun Selection Technology Co., Ltd, the wholly<br> owned subsidiary of Golden Sun Wenzhou;
---	---
●	“Golden<br> Sun Shanghai” are to Shanghai Golden Sun Education Group Co., Limited, a Hong Kong<br> private limited company, which was Golden Sun Cayman’s wholly owned subsidiary prior<br> to the Reorganization;
---	---
●	“Golden<br> Sun Wenzhou” are to the wholly owned subsidiary of Golden Sun Hong Kong, Zhejiang Golden<br> Sun Education Technology Group Co., Ltd., formerly known as Wenzhou Golden Sun Education<br> Development Co., Ltd., a PRC limited liability company;
---	---
●	“Gongyu<br> Education” are to the wholly owned subsidiary of Golden Sun Wenzhou, Shanghai Golden<br> Sun Gongyu Education Technology Co., Ltd., a PRC limited liability company;
---	---
●	“Group”<br> are to our Company and its subsidiaries as a whole;
---	---
●	“Hongkou<br> Tutorial” are to Shanghai Hongkou Practical Foreign Language Tutorial School, which<br> ceased operation and transferred its existing business to Xianjin Technology on December<br> 31, 2021. In December 2024, Hongkou Tutorial resumed teaching operations;
---	---
●	“Hangzhou<br> Jicai” are to Hangzhou Jicai Educaiton Technology Co. Ltd., formerly known as Hangzhou<br> Jicai Tutorial School Co., Ltd.;
---	---
●	“Jicai<br> Tutorial” are to Hangzhou Jicai;
---	---
●	“Kaiye<br> (Wenzhou)” are to Zhejiang Oulong Cultural and Tourism Industry Development Co., Ltd,<br> formerly known as Kaiye (Wenzhou) Water Project Development Co., Ltd., a PRC limited liability<br> company, of which Lilong Logistic acquired an approximately100% equity share, the process<br> of acquisition has not completed yet;
---	---
●	“Key<br> Universities” are to universities in China that are included in Project 211, Project<br> 985 and Double First Class University Plan and that receive a high level of support from<br> the Chinese government;
---	---
●	“Shanghai<br> Fuyang” are to Shanghai Fuyang Cultural Tourism Development Co., Ltd.a PRC limited<br> liability company;
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●	“Lilong<br> Logistics” are to the wholly owned subsidiary of Golden Sun Wenzhou, Wenzhou Lilong<br> Logistics Services Co., Ltd., a PRC limited liability company;
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●	“MOE”<br> are to the Ministry of Education of the PRC;
---	---
●	“partner-schools”<br> are to high schools that Qingshang Education partners with to provide students on-site non-English<br> foreign languages tutorial services;
---	---
●	“Project<br> 211” are to a project initiated in 1995 by the MOE with the intent of raising the research<br> standards of high-level universities and cultivating strategies for socio-economic development;
---	---
●	“Project<br> 985” are to a project first announced in 1998 to promote the development and reputation<br> of the Chinese higher education system by founding world-class universities in the 21st century,<br> involving both national and local PRC governments allocating large amounts of funding to<br> certain universities;
---	---
●	“Ouhai<br> Art School” are to Wenzhou City Ouhai District Art School, which we controlled prior<br> to the Reorganization via a series of contractual arrangements between Ouhai’s shareholders<br> and Golden Sun Wenzhou;
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iii

●	“Qinshang<br> Education” are to the wholly owned subsidiary of Golden Sun Wenzhou, Zhouzhi Culture,<br> Shanghai Qinshang Education Technology Co., Ltd., a PRC limited liability company;
●	“RMB”<br> or “Renminbi” are to the legal currency of China;
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●	“SEC”<br> are to the U.S. Securities and Exchange Commission;
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●	“Securities<br> Act” are to the Securities Act of 1933, as amended;
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●	“secondary<br> schools” are to middle and high schools;
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●	“Selection<br> Hangzhou Branch” are to a branch office of Golden Sun Selection, Zhejiang Golden Sun<br> Selection Technology Co., Ltd. (Hangzhou Branch), a PRC limited liability company;
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●	“Shanghai<br> Daizong” are to Shanghai Daizong Business Consulting Co., Ltd., a PRC limited liability<br> company, of which Xianjin Technology acquired a 19% equity share in 2023;
---	---
●	“Shanghai<br> Fuyouyuan” are to the fifty-one-percent owned subsidiary of Gongyu Education, Shanghai<br> Fuyouyuan Health Technology Co., Ltd, a PRC limited liability company (the Company also indirectly<br> controls an additional 1% of the equity share of Shanghai Fuyouyuan through a 10% equity<br> share held by Zhejiang Fuyouyuan, of which Lilong Logistic has a 10% equity share;
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●	“Shanghai<br> Jicai” are to Shanghai Yangpu District Jicai Tutorial School, which transferred its<br> existing business to Zhouzhi Culture in fiscal year 2022;
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●	“Shanghai<br> Jinheyu” are to the fifty-one-percent owned subsidiary of Gongyu Education, Shanghai<br> Jinheyu Biotechnology Co., Ltd., a PRC limited liability company;
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●	“shares,”<br> “Shares,” or “ordinary shares” are to our Class A ordinary shares<br> and Class B ordinary shares;
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●	“U.S.<br> dollars,” “$,” and “dollars” are to the legal currency of the<br> United States;
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●	“VIE”<br> and “VIEs” are to variable interest entity Ouhai Art School and Chongwen Middle<br> School, individually and collectively. In September 2021, in compliance with the revised<br> Implementing Regulation, the Company divested its operations of both schools. All discussions<br> in this annual report regarding VIEs are provided for historical context only.
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●	“we,”<br> “us,” “our Company,” or the “Company” are to Golden Sun<br> Cayman;
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●	“WFOE”<br> are to wholly foreign-owned enterprise;
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●	“Xianjin<br> Technology” are to Shanghai Xianjin Technology Development Co., Ltd., a PRC limited<br> liability company;
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●	“Yangfushan<br> Tutorial” are to Wenzhou City Ouhai District Yangfushan Culture Tutorial Center;
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●	“Yangtze<br> River Delta” is a triangle-shaped megalopolis comprising areas of Shanghai, southern<br> Jiangsu province and northern Zhejiang province;
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●	“Zhejiang<br> Fuyouyuan” are to Zhejiang Fuyouyuan Health Technology Co., Ltd, a PRC limited liability<br> company, of which Lilong Logistic acquired a 10% equity share in 2023;
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●	“Zhejiang<br> Kangyuan” are to Zhejiang Kangyuan Medical Technology Co., Ltd., a PRC limited liability<br> company, of which Lilong Logistic acquired an 18% equity share in 2023. Subsequently, 18%<br> of the equity was converted into Golden Sun Hong Kong holding 18% of the shares in Hong Kong<br> Kim Rong International Co., Ltd through a share exchange.
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●	“Zhongkao”<br> are to China’s standardized high school entrance examination;
●	“Zhouzhi<br> Culture” are to the wholly owned subsidiary of Gongyu Education, Shanghai Zhouzhi Culture<br> Development Co., Ltd., a PRC limited liability company; and
---	---
●	“Zhouzhi<br> Tutorial” are to the tutorial center operated by Zhouzhi Culture.
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InformationRelated to, or Based on, the Number of Outstanding Ordinary Shares

This annual report reflects the consolidation of our issued and outstanding ordinary shares on a 1-for-10 basis, which took effect on April 18, 2024 (the “Share Consolidation”). As a result:

●	Every<br> ten (10) Class A Ordinary Shares with a par value of US$0.0005 each were consolidated into<br> one (1) Class A Ordinary Share with a par value of US$0.005 each.
●	Every<br> ten (10) Class B Ordinary Shares with a par value of US$0.0005 each were consolidated into<br> one (1) Class B Ordinary Share with a par value of US$0.005 each.
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●	The<br> consolidated shares have the same rights and are subject to the same restrictions (except<br> for the change in par value) as the previous shares of the respective classes, as specified<br> in the Company’s memorandum and articles of association.
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Following the Share Consolidation, the Company’s authorized share capital was amended from US$50,000 divided into 90,000,000 Class A Ordinary Shares with a par value of US$0.0005 each and 10,000,000 Class B Ordinary Shares with a par value of US$0.0005 each, to US$50,000 divided into 9,000,000 Class A Ordinary Shares with a par value of US$0.005 each and 1,000,000 Class B Ordinary Shares with a par value of US$0.005 each.

Historical financial information related to the number of ordinary shares outstanding, underlying convertible instruments (e.g., options or warrants), per-share prices, or other data based on the number of outstanding ordinary shares for periods prior to the effective date of the Share Consolidation has been presented as if the Share Consolidation had already been in effect.

Translationof RMB to US$

This annual report on Form 20-F includes our audited consolidated balance sheet data as of September 30, 2024 and 2023, and the consolidated statements of operations and comprehensive (loss) income, changes in shareholders’ equity (deficit), and cash flows for the fiscal years ended September 30, 2024, 2023 and 2022. In this annual report, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in United States dollars. These dollar references are based on the exchange rate of RMB to United States dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of United States dollars which may result in an increase or decrease in the amount of our obligations and the value of our assets.

This annual report contains translations of certain RMB amounts into U.S. dollars at specified rates. Unless otherwise stated, the following exchange rates are used in this annual report:

	September 30, 2024	September 30, 2023	September 30, 2022
Balance<br> sheet items, except for equity accounts	$1=RMB<br> 7.0176	$1=RMB7.2960	$1=RMB<br> 7.1135
Items in<br> the statements of income and cash flows	$1=RMB<br> 7.2043	$1=RMB7.0533	$1=RMB<br> 6.5332

DISCLOSURE

REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this annual report. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

●	assumptions<br> about our future financial and operating results, including revenue, income, expenditures,<br> cash balances, and other financial items;
●	our<br> ability to execute our growth, and expansion, including our ability to meet our goals;
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●	current<br> and future economic and political conditions;
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●	our<br> capital requirements and our ability to raise any additional financing which we may require;
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●	our<br> ability to attract clients and further enhance our brand recognition;
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●	our<br> ability to hire and retain qualified management personnel and key employees in order to enable<br> us to develop our business;
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●	trends<br> and competition in the education industry;
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●	the<br> impact of the coronavirus pandemic (“COVID-19”) and other pandemic or natural<br> disaster; and
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●	other<br> assumptions described in this annual report underlying or relating to any forward-looking<br> statements.
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We describe certain material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this annual report, whether as a result of new information, future events, changes in assumptions, or otherwise.

Industry Data and Forecasts

This annual report contains data related to the education, wellness, e-commerce and cultural tourism industries in China. This industry data includes projections that are based on a number of assumptions which have been derived from industry and government sources which we believe to be reasonable.

EducationIndustry

Our CEO, Mr. Weng Xueyuan, has over 30 years of rich experience in the education industry and possesses a certain level of sensitivity and professionalism. The Company can leverage his personal strengths to maintain stable development of the group’s education business. With the advancement of technology, online education platforms, virtual classrooms, and artificial intelligence tutoring will be widely used. Educational resources will be disseminated more conveniently through digital means, and personalized learning services will also become more popular. In recent years, the company’s language training education has gradually shifted towards online education, and the online education market is expected to continue to expand. Technological innovation will bring more possibilities to online education, and we will also provide students with more immersive learning experiences.in which we are primarily engaged, may not grow at the rate projected by industry data, or at all. The failure of the industry to grow as anticipated is likely to have a material adverse effect on our business and the market price of our Class A ordinary shares. In addition, the rapidly changing nature of the education industry subjects any projections or estimates relating to the growth prospects or future condition of the industry to significant uncertainties. Furthermore, if any one or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differ from the projections based on these assumptions.

Healthand Wellness Industry

The health and wellness industry, in which we entered in 2023, is driven by increasing disposable income and healthcare spending, rising awareness of health, an aging population, increasing life expectancy, increasing penetration of mobile internet, favorable government policies and increasing coverage of medical insurance. Unfavorable changes in any of these general industry conditions could negatively affect demand for our products and services and negatively and materially affect our results of operations. We are affected by government policies and regulations that address all aspects of our operations, including qualifications and licensing requirements for online and offline sales and distribution of health and wellness products, among other things. See also “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We are subject to extensive and evolving regulatory requirements, non-compliance with which, or changes in which, may materially and adversely affect our business and prospects.” Our business expansion and revenue growth have been and will continue to be affected by the development of the general health and wellness industry in China.

E-commerceIndustry

We have created an e-commerce platform called “Golden Sun Selection” with a focus on selling agricultural products. It is committed to establishing a link between producers and consumers and building a platform for the smooth circulation of high-quality agricultural products and daily necessities between supply and demand. Its growth is greatly influenced by economic factors. During economic growth, consumers have strong purchasing power and the demand in the e-commerce market is strong; On the contrary, consumers will pay more attention to cost-effectiveness. Secondly, exchange rate fluctuations can also affect the costs and profits of cross-border e-commerce. In addition, changes in population structure, such as aging and the relaxation of the two child policy, will bring new consumer demands and markets. Young people pursue fashion and convenience, and are more willing to try new e-commerce models and products. The demand for health and lifestyle service e-commerce is gradually increasing among the elderly. However, the e-commerce industry also faces certain risks, such as increasingly fierce competition among peers, high operating costs, frequent changes in policies and regulations, and difficulty in meeting diverse consumer demands, all of which will affect the development of the e-commerce industry.

CulturalTourism Industry

In 2024, we started exploring business opportunities for launching cultural tourism, leveraging a team of professors from Fudan University’s Tourism Design program to provide comprehensive services such as tourism planning, design, engineering construction, and project operation for “Golden Sun Cultural Tourism”. Due to diverse market demands, our philosophy will continue to be updated, and our service standards will also be constantly updated to enhance customer experience. We will pay more attention to the integration of culture, ecology, and technology, emphasizing customer experience and sustainable development. Of course, we also have certain risks. If we cannot grasp trends in a timely manner, planning may fall behind, and some plans may lack innovation, leading to serious project homogenization. Secondly, top cultural and tourism enterprises, relying on their financial, technological, and brand advantages, continuously expand their market share, integrate industry chain resources, and have a significant impact on us.

vii

Part

Item1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

Item2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

Item 3. KEY INFORMATION

We are not a Chinese company, but rather a holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct operations through our holding company subsidiary in Hong Kong and indirect subsidiaries that are operating entities in the PRC. Our corporate structure does not contain any variable interest entities. Our structure involves unique risks to investors.

We are primarily a provider of tutorial services in China. In recent years, we have embarked on a business transformation, expanding into the e-commerce, wellness, and cultural tourism sectors.

Established in 1997 and headquartered in Shanghai, China, we have over twenty years of experience providing educational services that focus on the development of each of our student’s strengths and potential, and the promotion of life-long skills and interests in learning. Our operating entities operate tutorial centers for children and adults, one educational company that partners with high schools to offer language classes to their students, and one logistics company that provides logistic and consulting services. Prior to the Reorganization (as defined below) in 2021, we also operated one premium primary private school and one premium secondary private school through two VIEs. Since the Reorganization, we no longer operate primary or secondary private schools and no longer use a VIE structure.

In 2023, we started implementing a strategic transition to expand into the wellness industry in China. Through our new wellness business initiatives, we are endeavoring to establish our own wellness brands and an e-commerce platform that will be used to promote and sell wellness products.

Additionally, in August 2024 we embarked on the next stage of the Company’s ongoing business transformation, by entering into a joint venture named Shanghai Fuyang Cultural Tourism Development Co., Ltd, aiming to capitalize on the rapidly growing cultural tourism sector in China. The move is expected to further diversify the Company’s revenue streams while leveraging its years of expertise in education technology.

The Reorganization

The Company undertook Reorganization in response to the revised Implementing Regulation becoming effective on September 1, 2021. The revised Implementing Regulation prohibits private schools that provide compulsory education from being controlled by means of agreements or to enter into any transactions with any related parties. Until September 2021, the Company had controlled and received economic benefits from the VIEs, Ouhai Art School and Chongwen Middle School, two private schools that provide compulsory education, through a series of contractual arrangements (the “VIE Agreements”) to provide contractual exposure to foreign investment in Chinese-based companies, where Chinese law prohibits direct foreign investment in Chinese operating companies. In order to become compliant with the revised Implementing Regulation, in September 2021, the Company completed a reorganization to divest its operations of Ouhai Art School and Chongwen Middle School. Through the Reorganization, (1) the Company sold all of its shares in Golden Sun Shanghai (the entity that controls Chongwen Middle School through contractual arrangements); and (2) Golden Sun Wenzhou, one of the Company’s subsidiaries, terminated its VIE Agreements with Ouhai Art School. As a result of the foregoing, neither the Company nor any of its subsidiaries controls or receives economic benefits from any private schools that provide compulsory education, and, as of the date of this annual report, we believe the Company and its subsidiaries are compliant with the revised Implementing Regulation. All discussions in this annual report relating to the Company’s operation of Quhai Art School or Chongwen Middle School are provided for historical context only.

For the fiscal years ended September 30, 2021 and 2020, the revenue generated by the VIEs accounted for approximately 32% and 45% of our total revenue, respectively. The divestures of the VIEs, which represented a strategic shift that had a major effect on the Company’s operations and financial results, triggered discontinued operations accounting in accordance with ASC 205-20-45, and resulted in the VIEs being considered as discontinued operations. The assets and liabilities related to the discontinued operations were retroactively classified as assets/liabilities of discontinued operation in the consolidated financial statements for the periods presented, while results of operations related to the discontinued operations were retroactively reported as income (loss) from discontinued operations in the consolidated financial statements for the periods presented. Please refer to the financial statements included in this registration statement for more details.

Corporate Structure

We are an exempted company incorporated under the laws of the Cayman Islands on September 20, 2018. Exempted companies are Cayman Island entities that primarily conduct business outside the Cayman Islands. As a result, they are exempt from certain provisions of the Companies Act (Revised).

The following diagram illustrates our corporate structure as of the date of this annual report.

No VIE Agreements

Prior to our Reorganization in September 2021, we operated Ouhai Art School and Chongwen Middle School through VIE structures. Neither we nor our subsidiaries owned any shares in Ouhai Art School or Chongwen Middle School. Instead, we controlled and received the economic benefits of the business operations of Ouhai Art School and Chongwen Middle School through the VIE Agreements. As a result of our indirect ownership of Golden Sun Wenzhou and Golden Sun Shanghai, as well as the VIE Agreements which were designed so that the operations of the VIEs were solely for the benefit of the Company, the Company was deemed to have a controlling financial interest in, and be the primary beneficiary of, the VIEs, for accounting purposes under U.S. GAAP. Subsequent to the Reorganization, we no longer operate any VIEs.

Risks Associated with Our Corporate Structure

Our holding company structure involves certain risks in terms of dividend distribution, direct investment in PRC entities, and obtaining benefits under relevant tax treaty. See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Related to Doing Business in the PRC—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirement we may have, and any limitation on the ability of our subsidiaries to make payments to us and any tax we are required to pay could have a materially adverse effect on our ability to conduct our business,” “Item 3. KEY INFORMATION—D. Risk Factors—Risks Related to Doing Business in the PRC—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using proceeds from our future financing activities to make loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business,” “Item 3. KEY INFORMATION—D. Risk Factors—Risks Related to Doing Business in the PRC—PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or otherwise expose us or our PRC resident shareholders to liabilities or penalties,” and “Item 3. KEY INFORMATION—D. Risk Factors—Risks Related to Doing Business in the PRC—Under the EIT Law, we may be classified as a ‘resident enterprise’ of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders.” See also “Item 4. INFORMATION ON THE COMPANY—B. Business Overview—Regulations—Regulations Related to Foreign Exchange.”

Risks Associated with Doing Business in the PRC

We are subject to certain legal and operational risks associated with having the majority of our operations in China, which could significantly limit or completely hinder our ability to offer securities to investors and cause the value of our securities to significantly decline or be worthless. See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Relating to Doing Business in the PRC—Any actions by the Chinese government, including any decision to intervene or influence the operating entities’ operations or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause them to make material changes to their operations, may limit or completely hinder their ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.” The PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structures, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. As of the date of this annual report, we and our subsidiaries have not been involved in any investigations on national security review, security assessment of outbound data transfers, or cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice or sanction. As of the date of this annual report, we are not subject to cybersecurity review by the Cyberspace Administration of China (the “CAC”), since we currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures. . We are not subject to security assessment of outbound data transfers, since we currently do not carry out network data processing activities that affect or may affect national security and do not anticipate that we will be processing network data that affect or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Regulation on Network Data Security Management. We are not subject to security assessment of outbound data transfers, since we currently (i)do not provide critical data abroad, (ii) are not CIIOs or data handlers processing the personal information of more than one million people personal information, (iii) are not data handlers providing personal information of 100,000 people or sensitive personal information of 10,000 people in total abroad since January 1 of the previous year. And we do not anticipate that we will be in the foreseeable future, which we understand might otherwise subject us to the Security Assessment Measures for Data Provision Abroad. See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Relating to Doing Business in the PRC—Recent greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact the operating entities’ business and our offerings.” On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”), announced the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), and five supporting guidelines which came into effect on March 31, 2023. The Trial Measures refined the regulatory system by subjecting both direct and indirect overseas offering and listing activities to the CSRC filing-based administration. On the same day, the CSRC also issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies (the “CSRC Notice”), which, among others, clarified that PRC domestic companies that had already been listed overseas before the effective date of the Trial Measures, which was March 31, 2023, shall be deemed to be “Existing Issuers”, and Existing Issuers are not required to complete the filing procedures with the CSRC immediately, but will be required to file with the CSRC for any subsequent offerings. According to our PRC counsel, Pacgate Law Firm (“Pacgate”), the Company is an Existing Issuer, based on the foregoing, therefore, is not required to complete the filing procedures with the CSRC immediately, but will be required, however, to file with the CSRC for any subsequent offerings. See “Item 3. Key Information — D. Risk Factors —Risks Relating to Doing Business in China — The Trial Measures and the revised Provisions issued by the PRC authorities may subject us to additional compliance requirements in the future.” Further, given the current PRC regulatory environment, it is uncertain whether we or our PRC subsidiaries will be required to obtain approvals from the PRC government to offer securities to foreign investors in the future, and whether we would be able to obtain such approvals. If we are unable to obtain such approvals if required in the future, or inadvertently conclude that such approvals are not required, then the value of our ordinary shares may depreciate significantly or become worthless. As of the date of this annual report, neither we nor any of our subsidiaries has received any inquiry, notice, warning, or sanction regarding our overseas listing from the CSRC or any other PRC governmental authorities. However, since these statements and regulatory actions are newly published, it is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries, our ability to accept foreign investments, and our listing on an U.S. exchange. The Standing Committee of the National People’s Congress (the “SCNPC”) or PRC regulatory authorities may in the future promulgate laws, regulations, or implementing rules that require us or our subsidiaries to obtain regulatory approval from Chinese authorities for listing in the U.S. See “Item 3. Key Information — D. Risk Factors —Risks Relating to Doing Business in China.”

In addition, pursuant to the Holding Foreign Companies Accountable Act (“HFCAA”) and related legislations, our securities may be prohibited from trading on a national exchange or over-the-counter if the Public Company Accounting Oversight Board of the United States, or the “PCAOB,” is unable to inspect our auditor for two consecutive years. Our current auditor, Assentsure PAC (“Assentsure”), is a registered public accounting firm, and as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the U.S., pursuant to which the conducts regular inspections to assess its compliance with the applicable professional standards. As of the date of this annual report, the PCAOB has access to inspect the working papers of our auditor. If trading in our Class A ordinary shares is prohibited in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our Class A ordinary shares and trading in our Class A ordinary shares could be prohibited. See “Item 3. KEY INFORMATION—D. Risk Factors— Risks Relating to Doing Business in the PRC—Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offerings.”

Approvals from the PRC Authorities to Conduct Our Operations

As of the date of this annual report, our Company and our PRC subsidiaries have received from the PRC authorities all requisite licenses, permissions, or approvals that are required for conducting our operations in China, such as business licenses, private school operation permits, certificates of registration for a privately operated non-enterprise entity for not-for-profit private schools, certificates of registration for-profit private schools (the certificates of HONGKOU SCHOOL is in the process of renew), and permits for sales of pre-packaged food. However, it is uncertain whether we or our PRC subsidiaries will be required to obtain additional approvals, licenses, or permits in connection with our business operations pursuant to evolving PRC laws and regulations, and whether we would be able to obtain and renew such approvals on a timely basis or at all. Failing to do so could result in a material change in our operations, and the value of our Class A ordinary shares could depreciate significantly or become worthless. See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Related to Our Business—We are subject to various approvals, licenses, permits, registrations and filings for our education and other services in the PRC.”

As advised by our PRC counsel, Pacgate Law Firm, other than those requisite for a domestic company in China to engage in the businesses similar to those of the operating entities, the operating entities are not required to obtain any permission from Chinese authorities, including the CSRC, the CAC, or any other governmental agency that is required to approve the operating entities’ operations. However, if the operating entities do not receive or maintain the approvals, or we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that the operating entities are required to obtain approval in the future, the operating entities may be subject to investigations by competent regulators, fines or penalties, ordered to suspend the operating entities’ relevant operations and rectify any noncompliance, prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in the operating entities’ operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. As of the date of this annual report, we and the operating entities have received from PRC authorities all requisite licenses, permissions, or approvals needed to engage in the businesses currently conducted in China, and no permission or approval has been denied.

Given the current regulatory environment in the PRC, we are still subject to the uncertainty of different interpretation and enforcement of the rules and regulations in the PRC adverse to us, which may take place quickly with little advance notice. See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Relating to Doing Business in the PRC— Any actions by the Chinese government, including any decision to intervene or influence the operating entities’ operations or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause them to make material changes to their operations, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.”

Transfer of Funds and Other Assets Between Our Company and Our Subsidiaries

For the fiscal year ended September 30, 2024, Golden Sun Hong Kong transferred approximately $1.5 million to Golden Sun Cayman and approximately $49,000 to WFOE. For the fiscal year ended September 30, 2023, Golden Sun Hong Kong transferred approximately $6.4 million to Golden Sun Cayman and approximately $0.7 million to WFOE. Golden Sun Cayman further transferred approximately $0.2 million to WFOE and approximately $0.9 million to Qinshang Education. For the fiscal year ended September 30, 2022, Golden Sun Cayman transferred to Golden Sun Hong Kong $18.3 million of the proceeds from an initial public offering (“IPO”) completed in June 24, 2022.

Our finance department supervises cash management, following the instructions of our management. Our finance department is responsible for establishing our cash operation plan and coordinating cash management matters among our subsidiaries and departments. Each subsidiary and department initiates a cash request by putting forward a cash demand plan, which explains the specific amount and timing of cash requested, and submits it to our finance department. The finance department reviews the cash demand plan and prepares a summary for the management of our Company. Management examines and approves the allocation of cash based on the sources of cash and the priorities of the needs. Other than the above, we currently do not have other cash management policies or procedures that dictate how funds are transferred.

Dividends or Distributions and Tax Consequences

Under Cayman Islands law, a Cayman Islands exempted company may pay a dividend on its shares out of either profits or share premium amounts, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business. As of the date of this annual report, no dividends or distributions have been made by a subsidiary or the former VIEs, and the Company has not made any dividends or distributions to investors. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future, or any funds will be transferred from one entity to another. As such, we have not installed any cash management policies that dictate how funds are transferred among Golden Sun Cayman, its subsidiaries, or investors.

Our PRC operating entities receive substantially all of our revenue in RMB. Under our current corporate structure, to fund any cash and financing requirements we may have, Golden Sun Cayman may rely on dividend payments from its PRC operating subsidiaries, Golden Sun Wenzhou and its subsidiaries, which may make distribution of such payments to Golden Sun Hong Kong and then to Golden Sun Cayman as dividends.

Under existing PRC foreign exchange regulations, payment of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange (the “SAFE”) by complying with certain procedural requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from the SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents. Approval from or registration with appropriate government authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions.

Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

Cash dividends, if any, on our Class A ordinary shares will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC project. The 5% withholding tax rate, however, does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends; and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends paid by Golden Sun Wenzhou to its immediate holding company, Golden Sun Hong Kong. As of the date of this annual report, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Golden Sun Hong Kong intends to apply for the tax resident certificate if and when Golden Sun Wenzhou plans to declare and pay dividends to Golden Sun Hong Kong.

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

An investment in our Class A ordinary shares involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this annual report, before making an investment decision. If any of the following risks actually occurs, our business, prospects, financial condition or results of operations could suffer. In that case, the trading price of our capital stock could decline, and you may lose all or part of your investment. Below please find a summary of the principal risks we face, organized under relevant headings.

Summary Risk Factors

The following summarizes some, but not all, of the risks provided below. Please carefully consider all of the information discussed in this Item 3.D. “Risk Factors” in this annual report for a more thorough description of these and other risks.

Risks Related to Our Business

●	We have<br> incurred past losses and may continue to do so, raising substantial doubt about our ability to continue as a going concern.
●	Expansion<br> into wellness, e-commerce and cultural tourism in China is uncertain, and evolving strategies make future prospects difficult<br> to evaluate .
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●	Intense<br> competition in PRC education could pressure pricing, reduce margins, lead to loss of market share, and increase capital expenditures.
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●	Our financial<br> performance depends on tuition fees and our abilityto maintain or raise them.
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●	We face<br> risks from health epidemics, natural disasters, and terrorism in China.
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●	Failure<br> to renew or secure new agreements with some or all partner-schools could materially and adversely affect our financial results.
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●	Our education<br> and other services require various approvals, licenses, permits, registrations and filings.
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●	Regulatory<br> changes in private education have affected, and may continue to affect, our operations.
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●	Our limited<br> working capital, primarily funded through operations, loans, and shareholder advances, may not meet in future financing needs.
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RisksRelated to Doing Business in the PRC

●	A slowdown<br> in China’s economy or tariffs could materially affect our financial condition.
●	The PRC<br> government’s regulatory changes may occur with little notice, affecting profitably.
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●	The Chinese<br> government may intervene in our operations, causing material changes or affecting our share value.
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●	Any Chinese<br> government control over overseas securities offerings could limit our ability to raise funds and negatively impact our stock price.
●	New cybersecurity<br> regulations and oversight by the Cyberspace Administration of China (CAC) may affect business operations and offerings.
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●	The PRC<br> Trial Measures and revised Provisions may subject us to additional compliance burdens.
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●	Rising<br> labor costs in the PRC could reduce profitability.
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●	As a Cayman<br> Islands company conducting business in the PRC, enforcing legal claims against us or our officers and directors may be challenging.
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●	SEC, PCAOB,<br> Nasdaq, and the Holding Foreign Companies Accountable Act (HFCAA) requirements could affect our auditors’ qualifications, and<br> add uncertainty to our compliance.
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●	PRC regulations<br> on offshore investments may limit cash flow from our PRC subsidiaries and expose us or our PRC resident shareholders to liabilities<br> or penalties.
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●	We may<br> rely on dividends and distributions from our PRC subsidiaries, but government imposed restrictions could limit our ability to fund<br> operations.
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●	Currency<br> controls and PRC regulations could delay or prevent using financing proceeds to invest in our PRC subsidiaries.
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●	Our business<br> is conducted in RMB, but our share price is in U.S. dollars, creating currency exchange risks.
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●	PRC Enterprise<br> Income Tax (EIT) Law may classify us as a “resident enterprise,”, which could result in unfavorable tax consequences<br> to us and our non-PRC shareholders.
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●	Taxation<br> uncertainties could impact dividend payments and indirect equity transfers of PRC entities.
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●	Our PRC<br> subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effect<br> on our ability to conduct our business.
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●	Negative<br> publicity involving U.S.-listed Chinese companies could harm our business operations, stock price, and reputation.
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●	Our SEC<br> disclosures are not reviewed by PRC regulators.
●	PRC M&A<br> Rules create complex procedures for foreign acquisitions of Chinese companies, limiting expansion opportunities.
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RisksRelated to Our Ordinary Shares and the Trading Market

●	Future<br> sales of our Class A ordinary shares or the anticipation of future sales, could reduce share price.
●	We do<br> not expect to pay dividends in the foreseeable future, so returns depend on share price appreciation.
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●	Share<br> price volatility may lead to losses for our investors.
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●	If we<br> cease to qualify as a foreign private issuer, compliance costs will increase.
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●	As a foreign<br> private issuer, we follow Nasdaq exemptions, reducing shareholder protections.
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●	Anti-takeover<br> provisions in our amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control.
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●	During<br> the course of the audit of our consolidated financial statements, we identified material weaknesses in our internal control over<br> financial reporting. If we fail to establish and maintain an effective system of internal control over financial reporting, our ability<br> to accurately and timely report our financial results or prevent fraud may be adversely affected, and investor confidence and the<br> market price of our ordinary shares may be adversely impacted.
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●	As an<br> “emerging growth company,” we may not be subject to requirements that other public companies are subject to, which could<br> affect investor confidence in us and our Class A ordinary shares.
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●	Our dual-class<br> share structure and “controlled company” status may adversely affect voting rights and shareholder influence.
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Risks Related to Our Business

Wehave incurred losses in the past and may incur losses in the future. There is substantial doubt about our ability to continue as a goingconcern.

As discussed in Note 3 to the consolidated financial statements to this annual report, we have suffered significant losses from operations resulting in a significant decrease in working capital that raises substantial doubt about our ability to continue as a going concern. For the fiscal year ended September 30, 2024, the Company incurred a net loss of $3,968,852 and net cash used in operating activities of $4,900,883. As of September 30, 2024, the Company has an accumulated deficit of $18,541,751 and working capital deficit of $3,219,788. Our auditor, Assentsure PAC, has indicated in its report on our financial statements for the fiscal year ended September 30, 2024 that there is substantial doubt as to our ability to continue as a going concern for the next 12 months from the date of issuance of the consolidated financial statements. Such a “going concern” opinion could impair our ability to finance our operations through the sale of equity, incurring debt, or other financing alternatives.

Management’s plan to alleviate the substantial doubt about our ability to continue as a going concern include: (1) working to improve our liquidity and working capital sources, mainly through cash flow from its operations, renewal of bank borrowings, equity or debt offering and borrowing from related parties, and (2) implementing a strategic transition to expand into the e-commerce an and wellness industry in China. In order to fully implement our business plan and recover from continuing losses, we may also seek equity financing from outside investors. As of the date of this annual report, however, we do not have commitments of funds from any potential investors. There can be no assurance that additional financing, if required, would be available on favorable terms or at all and/or that the foregoing plans and arrangements will be sufficient to fund our ongoing capital expenditures, working capital, and other requirements.

Wemay not be successful in expanding our operations into the cultural tourism and wellness industries in China, and the ongoing changesin our business strategies make it difficult to evaluate our future prospects.

In recent years, the evolving PRC education regulatory environment has negatively impacted our operations in the education industry and we have been seeking business opportunities to diversify our business. In fiscal years 2024 and 2023, we initiated strategic transitions to expand our operations into the cultural tourism and wellness industries, respectively, within China. Through our new wellness business initiatives, we are endeavoring to establish our own wellness brands and an ecommerce platform that will be used to promote and sell wellness products. For fiscal years 2024 and 2023, we did not generate material revenue from these businesses. In 2023, we also made equity investments in two companies operating in the wellness industry. To manage and support changes in our existing business and our future growth strategy, we must continue to improve our existing operational, administrative and technological systems and our financial and management controls, and recruit, train and retain additional qualified employees, management personnel and other administrative and sales and marketing personnel, particularly as we enter into new areas. We cannot assure you that we will be able to effectively and efficiently manage our operations, recruit and retain qualified staff and management personnel and integrate new businesses into our operations. Any failure to effectively and efficiently manage changes of our business may materially and adversely affect our ability to capitalize on new business opportunities, which in turn may have a material adverse impact on our financial condition and results of operations.

The changes in our business strategies may have some or all of the following unintended effects:

●	Our<br> new products and services may not be accepted by our users as we expect;
●	Our<br> new products and services may not attract users and customers or generate the revenue required<br> to succeed;
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●	The<br> underlying assumptions and estimates about our new business and the new markets that we attempt<br> to enter into may prove incorrect, which may cause our actual results of operations to fall<br> short of our expectations;
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●	We<br> do not have experience or any track record in the wellness business;
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●	To<br> the extent we enter into new businesses, our previous operating history may be of limited<br> use for investors to evaluate our future performance and prospects;
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●	The<br> development of new products and services could be costly and time-consuming and requires<br> us to make significant investments in research and product development, develop new technologies,<br> and increase sales and marketing efforts, all of which may not be successful;
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●	Expenses<br> will be incurred in the implementation of the new business strategies and the implementation<br> process may distract us from achieving other fundamental business objectives; and
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●	The<br> changes in organizational structure that will be required to support the changes in our business<br> strategies and offerings may lead to dissatisfaction among employees, which could make it<br> more difficult for us to retain key employees.
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Weface intense competition in the PRC education sector, which could lead to adverse pricing pressure, reduced operating margins, loss ofmarket share, departure of qualified teachers and increasing capital expenditure.

The education sector in China is fast evolving, highly fragmented and competitive, and we expect competition in this sector to continue and intensify. Furthermore, education institutions’ performance is highly sensitive to demographic changes in China. Student enrollment in primary and secondary education in China can be substantially affected by PRC government policies on family planning. In Zhejiang province and Shanghai, where most of our operations are located, we face intense competition and pricing pressure. Our competitors may adopt similar or better curricula, student support services and marketing strategies, with more appealing pricing and service packages than what we are able to offer. In addition, some of our competitors may have more resources than we do and may be able to dedicate greater resources than we can to school development and promotion and respond more quickly than we can to changes in student demand, market needs and/or new technologies. As such, we may need to lower our tuition fees, or increase our spending in order to be competitive by retaining or attracting students and qualified teachers or identifying and pursuing new market opportunities. If we are unable to successfully compete for new students or partners, maintain or increase our fee levels, attract and retain qualified teachers or other key personnel, enhance the quality of our educational services or control the costs of our operations, our business, results of operations and financial condition may be materially and adversely affected.

Ourbusiness and results of operations mainly depend on the level of tuition fees we are able to charge and our ability to maintain and raisetuition fees.

The amount of tuition fees we are able to charge represents one of the most significant factors affecting our profitability. The majority of our revenues are derived from fees from our tutorial centers. Our fees have been determined based on demand for our educational programs and training courses, the cost of our operations, the geographic markets in which we operate our business, the fees charged by our competitors, our pricing strategy to gain market share and the general economic conditions in China and in the areas in which our tutorial centers are located, subject to applicable approvals by local government according to the nature of the private schools, e.g., for-profit or not-for-profit. Pursuant to the Law of the People’s Republic of China on the Promotion of Privately-run Schools amended in 2016 and further amended in 2018, the measures for the collection of fees by not-for-profit schools shall be formulated by local government of various provinces, autonomous regions and centrally administrated municipalities. The Company’s business, operations and revenue have not been affected by such law, because local government regulations of Zhejiang and Shanghai, where our not-for-profit schools are located, have generally allowed school sponsors autonomy in running schools, including autonomy in pricing of tuition fees, and as a result we are able to charge tuition fees based on market conditions; the charging criteria of for-profit private schools are subject to market and shall be determined by the schools themselves. For the purposes of this law, among our operating entities that are established as schools, Yangfushan Tutorial and Hongkou Tutorial are not-for-profit schools. There can be no assurance that we will be able to maintain or raise the fee levels we charge in the future, due to various reasons, many beyond our control, such as failure to obtain necessary approvals for fee increases, and even if we are able to maintain or raise fees, we are unsure how our fee rates will impact the number of student applications and enrollment. Our business, financial position and results of operations may be materially and adversely affected, if we fail to maintain or raise our fees while attracting sufficient students.

Weface risks related to health epidemics, natural disasters, or terrorist attacks in China.

China and elsewhere worldwide have experienced and, in some parts of the world, including the U.S., are still experiencing the impacts of the COVID-19 pandemic, a disease caused by a novel and highly contagious form of coronavirus. The pandemic resulted in travel restrictions, massive closure of businesses and schools, and quarantine measures imposed by governments across the world. Substantially all of our operations are conducted in China and our students had to remain home from January to early April, 2020. Although we implemented measures to proactively respond to the situation by training our teachers to adapt to remote teaching, the COVID-19 pandemic has caused a disruption to our tutorial business. A new COVID-19 subvariant (Omicron) outbreak hit China in March 2022, spreading more quickly and easily than previous strains. As a result, a new round of lockdowns, quarantines, and travel restrictions were imposed upon different provinces or cities in China by the relevant local government authorities. As such, during the fiscal year ended September 30, 2022, the COVID-19 pandemic had a material negative impact on the Company’s financial positions and operating results. On December 7, 2022, China announced ten new rules that constituted a relaxation of almost all of its stringent COVID-19 pandemic control measures. While such action effectively reopened business within China, the COVID-19 infection rate reached its peak in December 2022 and had a material negative impact on the Company’s tutorial business for the fiscal year ended September 30, 2023. The Company experienced a significant decrease in market demand for its services as the Chinese economy gradually recovered from the negative impact of the COVID-19 pandemic as it has caused inconvenience to our day-to-day operating activities. Following the phase-out of COVID-19 prevention measures globally, we have resumed our operations. However, if the outbreak persists or escalates, our business operations and financial condition could face further negative impacts. For the fiscal year ended September 30, 2024, the impact of COVID-19 on the Company’s business was not material. The extent of future impacts remains uncertain, depending on factors such as the length and severity of the pandemic, the potential resurgence of the pandemic, future government actions in response to the pandemic and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. Given this uncertainty, we are currently unable to quantify the expected impact of the COVID-19 pandemic on our future operations, financial condition, liquidity and results of operations.,

Additionally, our business could be materially and adversely affected by natural disasters, such as earthquakes, floods, landslides, tornados and tsunamis, and other outbreaks of health epidemics such as avian influenza and severe acute respiratory syndrome, or SARS, and Influenza A virus, such as H5N1 subtype and H5N2 subtype flu viruses, as well as terrorist attacks, other acts of violence or war or social instability in the region in which we operate or those generally affecting China. If any of these occur, our schools and facilities may be required to temporarily or permanently close and our business operations may be suspended or terminated. Our students, teachers and staff may also be negatively affected by such event. Our physical facilities may also be affected. In addition, any of these could adversely affect the Chinese economy and demographics of the affected region, which could cause significant declines in the number of our students in that region and could have a material adverse effect on our business, financial condition and results of operations.

Ourbusiness is heavily dependent on the reputation of our tutorial services.

Our ability to maintain our reputation depends on a number of factors, some of which are beyond our control. As we continue to grow and adapt our programs and services to the demand of our students, it may become difficult to maintain the quality and consistency of the services we offer, which may lead to diminishing confidence in our brand names.

Numerous factors can potentially impact the reputation of our tutorial services, including but not limited to, the degree of students’ and their parents’ satisfaction with our curriculum, our teachers and teaching quality, teacher or student scandals, negative press, interruptions to our services, failure to pass inspections by government educational authorities, loss of certifications and approvals that enable us to operate our tutorial centers and other businesses in the manner they are currently operated, and unaffiliated parties using our brands without adhering to our standards. Any negative impact on the reputation of one or more of our tutorial centers or businesses may lead to a decrease in students’ or their parents’ interest in our tutorial services or lead to termination of our cooperation with our partner-schools, which would materially and adversely affect our business.

We have established and developed our student base primarily through a variety of marketing methods. However, we cannot assure you that these marketing efforts will be successful or sufficient in further promoting our brands or in helping us to maintain our competitiveness. If we are unable to further enhance our reputation and increase market awareness of our programs or services, or if we need to incur excessive marketing and promotional expenses in order to remain competitive, our business, financial condition and results of operations may be materially and adversely affected. If we are unable to maintain or strengthen our reputation and brand recognition, we may not be able to maintain or increase student enrollment, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Wemay fail to attract and retain students in our tutorial centers.

The success of our business largely depends on the number of students enrolled in our tutorial centers, as well as on the amount of fees our students and/or parents are willing to pay. Therefore, our ability to continue to attract students to enroll in our tutorial centers is critical to the continued success and growth of our business. The success of our efforts to enroll students will depend on several factors, including without limitation our ability to:

●	enhance<br> existing programs to respond to market changes and student demands;
●	develop<br> new programs that appeal to our students;
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●	expand<br> our geographic reach;
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●	manage<br> our growth while maintaining the consistency of our teaching quality;
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●	effectively<br> market our tutorial centers and programs to a broader base of prospective students; and
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●	respond<br> to the increasing competition in the market.
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In addition, local and provincial government authorities may restrict our ability to provide tutorial services, and our business, financial condition and results of operations could be materially and adversely affected if we cannot maintain or increase our enrollment.

Ifwe are not able to secure agreements with some or all of our existing partner-schools, or secure new agreements with additional partner-schoolsfor our non-English foreign language program, our results of operations and financial condition may be materially and adversely affected.

In December 2019, we started offering our non-English foreign language program by partnering with high schools and agencies nationwide in China. We intend to continue to grow this segment of our business by actively seeking and partnering with more high schools and by expanding to various parts of China. Typically, our agreements with these partner-schools are for three years, and these schools are not obligated to renew their existing agreements with us. If any of our current partner-schools discontinue our services, we cannot assure you that we will be able to timely secure service agreements with other schools to replace the lost revenue, if at all, and therefore, our results of operations and financial condition may be affected.

Ourtutorial centers offer refunds to students who withdraw from enrollment within a certain predetermined period, and we cannot assure youthat our estimates of refund will be accurate, or that such refunds will remain insignificant to our results of operations and our financialcondition.

For our tutorial centers, we generally offer refunds for any remaining classes to students who decide to withdraw from a course within the predetermined period set forth in the education contract the student enters into with the relevant school or center. The refund is limited to the amount of fees that would be charged for any undelivered classes. Refund liability estimates are based on a historical refund ratio on a portfolio basis using the expected value method. As of September 30, 2024, 2023, and 2022, refund liability amounted to $323,671, $333,030, and $237,691, respectively. The refund amount is currently insignificant to our results of operations and our financial condition. However, we cannot assure you that our estimates of refund will be accurate. Additionally, we cannot assure you that such refunds will remain insignificant to our results of operations and our financial condition.

Wemay fail to attract and retain teachers and we may not be able to maintain consistent teaching quality throughout our schools and tutorialcenters.

Our teachers are critical to maintaining and improving the quality of our tutorial services, and to supporting the expansion of our services. We must continue to attract qualified teachers who have strong command of their subject areas and who meet our qualifications. Currently, there is a limited number of teachers in China with the necessary experience, expertise and qualifications that meet our requirements. We also have to provide competitive compensation packages to attract and retain qualified teachers.

The retention rate declined significantly due to the COVID-19 and reorganization in fiscal year 2022, and has been recovering since then. “Retention rate” is calculated as 100% minus the quotient of the number of teachers who cease being employed during the period by the number of teachers at the beginning of that period (not including teachers hired during that period). Shortages of qualified teachers, or significant decreases in the quality of our tutorial services, whether actual or perceived in one or more of our partner-schools or tutorial centers, may have a material and adverse effect on our business and our reputation. In addition, we may not be able to hire or retain enough qualified teachers to maintain consistent teaching quality. Further, any significantly increase in teacher salaries may have a material adverse effect on our business, financial condition and results of operations.

Asnew entrants in the cultural tourism market, we operate in a competitive environment and competing facilities and services could harmour business, financial condition, results of operations and prospects.

There are numerous cultural tourism service providers, arts exposition providers and distributors of Chinese cultural and creative products. We will face significant competition from these three types of competitors. The private cultural tourism market is further segmented into large franchise companies, regional providers and numerous local independent service providers located in nearly every city in China. We will compete primarily on the basis of price, quality of service, convenience, location, brand recognition and reputation. We do not have the same level of brand recognition as some of the more established cultural tourism companies, and in some regional markets our brand is not as established and our geographical coverage is not as extensive as that of our private competitors.

Ourhistorical results may not be indicative of our future performance.

Our financial condition and results of operations may fluctuate due to a number of other factors, such as expansion and related costs in a given period, our ability to maintain and increase our profitability and to enhance our operational efficiency, increased competition and market perception and acceptance of any newly introduced educational programs in any given year. In addition, while we plan to diversify our business and expand into the wellness industry, there is no guarantee that we will be able to do so successfully.

Weare subject to taxation in multiple jurisdictions, which is complex and often requires making subjective determinations subject to scrutinyby, and disagreements with, tax regulators.

We are subject to many different forms of taxation in each of the countries and regions we form and/or conduct our business, of operation including, but not limited to, income tax, withholding tax, property tax, VAT and social security and other payroll-related taxes. Tax law and administration is complex, subject to change and varying interpretations and often requires us to make subjective determinations. In addition, we take positions in the course of our business with respect to various tax matters, including in connection with our operations. Tax authorities worldwide are increasingly rigorous in their scrutiny of corporate tax structures and may not agree with the determinations that are made, or the positions taken, by us with respect to the application of tax law. Such disagreements could result in lengthy legal disputes, an increased overall tax rate applicable to us and, ultimately, in the payment of substantial amounts of tax, interest and penalties, which could have a material adverse effect on our business, results of operations and financial condition.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. As of September 30, 2024, 2023, and 2022, there were $2,756,930, $2,639,258, and $2,573,830, respectively, of unrecognized tax benefits included in income tax payable that if recognized would impact the effective tax rate. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred for the years ended September 30, 2024, 2023, and 2022.

According to PRC taxation regulation, if tax has not been fully paid, tax authorities may impose tax and late payment penalties within three years. In practice, since all of the taxes owed are local taxes, the local tax authority is typically more flexible and willing to provide incentives or settlements with local small and medium-size businesses to relieve their burden and to stimulate the local economy. There were no interest and penalty charges accrued as of September 30, 2024, 2023 and 2022, as the Company has not received any penalty or interest charge notices from local tax authorities. As of the date of this annual report, the tax years ended December 31, 2018 through December 31, 2024 for the Company’s PRC subsidiaries remain open for statutory examination by PRC tax authorities.

Weare subject to various approvals, licenses, permits, registrations and filings for our education and other services in the PRC.

In order to conduct and operate our education business, we are required to obtain and maintain various approvals, licenses and permits and to fulfill registration and filing requirements pursuant to applicable laws and regulations. For instance, to establish and operate a school, we are required to obtain a private school operation permit from the local education bureau and to register with the local civil affairs bureau to obtain a certificate of registration for a privately operated non-enterprise entity for not-for-profit private schools, or register with the local administration for industry and commerce for for-profit private schools.

Given the significant amount of discretion the local PRC authorities may have in interpreting, implementing and enforcing relevant rules and regulations, as well as other factors beyond our control, while we intend to use our best efforts to obtain all requisite permits and complete all necessary filings, renewals and registrations on a timely basis, we cannot assure you that we will be able to obtain all required permits. If we fail to receive any required permit in a timely manner or obtain or renew any permits and certificates, we may be subject to fines, confiscation of the gains derived from our noncompliant operations, suspension of our non-compliant operations, compensation payments for any economic loss suffered by our students or other relevant parties, which may materially and adversely affect our business, financial condition and results of operations.

Newlegislation or changes in the PRC regulatory requirements regarding private education have affected, and may further affect, our businessoperations and prospects materially and adversely.

The private education sector in China is subject to regulations in various aspects. Relevant rules and regulations could be amended or updated from time to time.

On April 7, 2021, the revised Implementation Rules for the Law for Promoting Private Education of the PRC, which regulates the establishment, organization and operation of private schools, teachers and educators, assets and financial management of schools, among other things, was promulgated and became effective on September 1, 2021. The revised Implementing Regulation prohibits private schools that provide compulsory education to be controlled by means of agreements or to enter into any transactions with any related parties. Until September 2021, the Company had controlled and received the economic benefits from two private schools that provided compulsory education through VIE Agreements, to provide contractual exposure to foreign investment in Chinese-based companies where Chinese law prohibited direct foreign investment in the Chinese operating companies. Under U.S. GAAP, the Company was deemed to have a controlling financial interest in, and be the primary beneficiary of, the VIEs for accounting purposes, because pursuant to the VIE Agreements, the operations of the VIEs were solely for the benefit of the Company, and the Company was deemed to be the primary beneficiary of the VIEs for accounting purposes and must consolidate the VIE. In order to become compliant with the Implementing Regulation, in September 2021, the Company completed a reorganization to divest its operations of these two private schools and no longer uses a VIE structure. The Reorganization had materially and adversely impacted our operations and future prospects, as these two private schools had represented a significant portion of our business and operations.

On July 24, 2021, the general offices of the Communist Party of China Central Committee and the State Council jointly issued the Guideline, which contains various requirements and restrictions related to after school tutoring services, including registration as a non-for-profit school, a prohibition on foreign ownership, a prohibition for listed companies on raising capital to invest in businesses that teach academic subjects in compulsory education, limitations as to when tutoring services on academic subjects may be provided and new fee standards. On July 28, 2021, to further clarify the scope of academic subjects in China’s compulsory education system, the PRC Ministry of Education issued a notice (the “Notice”). The Notice specified that academic subjects include the following courses provided in accordance with the learning content of the national curriculum standards: Morality and Law, Chinese Language, History, Geography, Mathematics, foreign languages (English, Japanese, and Russian), Physics, Chemistry and Biology. In accordance with the Guideline and the Notice, the Company currently assesses that its tutorial centers do not provide academic subjects in China’s compulsory education system and, therefore, are not subject to the above requirements and restrictions. (See “Item 4. INFORMATION ON THE COMPANY—B. Business Overview—Regulations—Regulations Related to Private Education—9. Guideline to Significantly Reduce the Excessive Burden of Homework and After-school Tutoring for Students in Primary and Middle Schools (the “Guideline”). Nevertheless, the Guideline may be expanded in the future to cover any aspect of our business or operations. As of the date of this annual report, there remain uncertainties in the interpretation and enforcement of the revised Implementing Regulations and Guideline, which could materially and adversely impact our business and financial outlook.

The Law on the Promotion of Private Schools of the PRC was amended in November 2016, which became effective on September 1, 2017, and the Decision on Amending the Law for Promoting Private Education of the PRC (the “Decision”) was further amended in December 2018. According to the Decision, private schools can be established as for-profit or not-for-profit schools, with the exception of schools that provide compulsory education, which can only be established as not-for-profit private schools. In addition, pursuant to the Decision, (i) school sponsors of for-profit private schools are allowed to receive the operating profits of the schools while the school sponsors of not-for-profit private schools are not permitted to do so; (ii) not-for-profit private schools shall enjoy the same preferential tax and supply of land treatment as public schools while for profit private schools shall enjoy the preferential tax and supply of land treatment as stipulated by the government; and (iii) for-profit private schools have the discretion to determine the fees to be charged by taking into consideration various factors such as the school operating costs and market demand, and no prior approval from government authorities is required, while not-for-profit private schools shall collect fees pursuant to the measures stipulated by the local PRC government authorities. For details on the distinction between for-profit private schools and not-for-profit private schools under the amended Law on the Promotion of Private Schools of the PRC, please see “Item 4. INFORMATION ON THE COMPANY—B. Business Overview—Regulations—Regulations Related to Private Education—2. Law for Promoting Private Education of PRC.” The amount of tuition fees we are able to charge represents one of the most significant factors affecting our profitability. As of the date of this annual report, among all of our operating entities that are established as schools, Yangfushan Tutorial and Hongkou Tutorial are not-for-profit schools. As of the date of this annual report, local government regulations of Zhejiang and Shanghai, where our not-for-profit schools are located, have generally allowed school sponsors autonomy in school operations, including autonomy in pricing of tuition fees. Accordingly, local governments in Shanghai and Zhejiang have not directly interfered with the determination of pricing of tuition fees of our not-for-profit schools, and we are able to charge fees based on market conditions. As such, as of the date of this annual report, the company’s business, operations and revenue have not been affected by the designation of “for-profit” or “not-for-profit” for private schools. However, if local governments start to impose restrictions on the charging criteria for the collection of tuition fees by not-for-profit schools, then the revenue of our not-for profit schools could be negatively affected. See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Related to Our Business—Our business and results of operations mainly depend on the level of tuition fees we are able to charge and our ability to maintain and raise tuition fees*.*”

On December 30, 2016, the Implementation Regulations for Classification Registration of Private Schools (the “Classification Registration Rules”) were promulgated by five PRC government authorities, and became effective on the same date. According to the Classification Registration Rules, existing private schools are required to choose to register either as not-for-profit or for-profit private schools with competent government authorities. If a school elects to register as a for-profit school, it is required to (i) undertake financial settlement, (ii) clarify the ownership of land, school premises and properties it accumulated during its operations, (iii) pay relevant taxes and fees, and (iv) obtain a new private school operation permit and re-register with relevant authorities. We are unable to predict or estimate the potential costs and expenses in choosing and adjusting our structure. We may incur significant administration and financial costs when we choose to or we are required to complete the re-registration process, which may materially and adversely affect our business, financial condition and results of operations. However, we cannot assure you that the implementation of the relevant rules and regulations by the competent authorities will not deviate from our understanding.

Uncertainties exist with respect to the interpretation and enforcement of new and existing laws and regulations, including their interpretations and applications by the government authorities may impact any of our business operations. We cannot assure you that we will be in compliance with the new rules and regulations, or that we will be able to timely and efficiently change our business practices in line with the new regulatory environment. Any such failure could materially and adversely affect our business, financial condition, results of operations and prospects.

Aswe currently provide meal services through Lilong Logistics, we may be exposed to potential liabilities if we cannot maintain food qualitystandards, which could adversely and materially affect our business.

As we provide meal services, we may be exposed to potential liabilities if we are not able to maintain food quality standards. Although we strive to maintain the quality of food we provide, we cannot assure you that we will always meet the food quality standards required by applicable laws and regulations or maintain proper operations. Therefore, we cannot assure you that incidents and other issues caused by poor food quality will not occur in the future. Any of the foregoing could seriously damage our reputation and affect our student enrollment, which would have an adverse effect on our business, financial condition and results of operations.

Accidentsor injuries suffered by our students, our employees or other personnel at our premises may adversely affect our reputation and subjectus to liabilities.

We could be held liable for accidents or injuries or other harm to students or other people at our premises, including those caused by or otherwise arising in connection with our facilities or employees. We could also face claims alleging that we were negligent, did not adequately maintain our facilities or provided insufficient supervision to our students and therefore may be held liable for accidents or injuries suffered by our students or other people at our school premises. In addition, if any of our students or teachers commits any acts of violence, we could face allegations that we failed to provide adequate security or were otherwise responsible for his or her actions. Furthermore, in such events, our tutorial centers may be perceived to be unsafe, which may discourage prospective students from applying for or attending our tutorial centers. Although we maintain certain liability insurance, this insurance coverage may not be adequate to fully protect us from these kinds of claims and liabilities. Further, we may not be able to renew our insurance policies in the future at reasonable prices or at all. A liability claim against us or any of our employees could adversely affect our reputation and student enrollment and retention. Also, such claim may create unfavorable publicity, cause us to pay compensation, incur costs in defending such claim, and divert the time and attention of our management, all of which may have a material adverse effect on our business, prospects, financial condition and results of operations.

Wemaintain limited insurance coverage.

We maintain various insurance policies, such as liability insurance, for all of our teachers and students to safeguard against risks and unexpected events. However, our insurance coverage is still limited in terms of amount, scope and benefit and we do not maintain property insurance for our buildings or premises, nor do we maintain business insurance for our operations. Consequently, we are exposed to various risks associated with our business and operations. We are nevertheless exposed to risks, including, but not limited to, accidents or injuries in our tutorial centers that are beyond the scope of our insurance coverage, fires, explosions or other accidents for which we do not currently maintain insurance, loss of key management and personnel, business interruption, natural disasters, strikes, terrorist attacks and social instability or any other events beyond our control. The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business-related insurance products. We do not have any business disruption insurance or key-man life insurance. Any business disruption, litigation or legal proceedings or natural disaster, such as epidemics, pandemics or earthquakes, or other events beyond our control could result in substantial costs and the diversion of our resources. Our business, financial condition and results of operations may be materially and adversely affected as a result.

Ifwe fail to protect our intellectual property rights or prevent the misappropriation of our intellectual property rights, we may loseour competitive edge and our brand, reputation and operations may be materially and adversely affected.

Unauthorized use of any of our intellectual property may adversely affect our business and reputation. We rely on a combination of trademark and trade secret laws to protect our intellectual property rights. Nevertheless, third parties may obtain and use our intellectual property without due authorization. The practice of intellectual property rights enforcement action by the PRC regulatory authorities is in its early stage of development and is subject to significant uncertainty. We may also need to resort to litigation and other legal proceedings to enforce our intellectual property rights. Any such action, litigation or other legal proceedings could result in substantial costs diversion of our management’s attention and resources and could disrupt our business. In addition, there is no assurance that we will be able to enforce our intellectual property rights effectively or otherwise prevent others from using our intellectual property without authorization. Failure to adequately protect our intellectual property could materially and adversely affect our brand name and reputation, and our business, financial condition and results of operations. We may face disputes from time to time relating to the intellectual property rights of third parties. We cannot assure you that materials and other educational content used in our educational programs do not or will not infringe the intellectual property rights of third parties. As of the date of this annual report, we did not encounter any material claim for intellectual property infringement. However, we cannot assure you that in the future third parties will not claim that we have infringed their proprietary rights. Although we plan to defend ourselves vigorously in any such litigation or legal proceedings, there is no assurance that we will prevail in these matters. Participation in such litigation and legal proceedings may also cause us to incur substantial expenses and divert the time and attention of our management. We may be required to pay damages or incur settlement expenses. In addition, in case we are required to pay any royalties or enter into any licensing agreements with the owners of intellectual property rights, we may find that the terms are not commercially acceptable and we may lose the ability to use the related content or materials, which in turn could materially and adversely affect our educational programs and our operations. Any similar claim against us, even without any merit, could also hurt our reputation and brand image. Any such event could have a material and adverse effect on our business, financial condition and results of operations.

Failureto make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.

Pursuant to PRC laws and regulations, we are required to participate in various employee social insurance plans, including pension insurance, unemployment insurance, medical insurance, work-related injury insurance, maternity insurance, and the housing provident fund, and contribute to these plans and fund at the levels specified by the relevant local government authorities from time to time at locations where we operate our business. For the fiscal years ended September 30, 2024, 2023 and 2022, we did not make full contributions to the social insurance plans as required under the relevant laws and regulations. As of September 30, 2024, 2023 and 2022, we had outstanding social insurance payments payable in the aggregate amount of approximately $93,589, $128,599 and $98,190, respectively. Although we have not received any notice from the relevant local government authorities regarding the outstanding contributions, we cannot assure you that the relevant local government authorities will not require us to pay the outstanding amount within a prescribed time or impose late fees or fines on us. A late fee of 0.05% per day and a fine of one to three times the outstanding amount may be imposed by the authority, which may materially and adversely affect our business, financial condition and results of operations.

Wehave a limited history of operating some of our language programs and logistic services.

We have been offering non-English foreign language programs via our tutorial centers but have only been offering non-English foreign language programs by partnering with high schools since December 2019. Additionally, we have only been offering logistics services since December 2019 via our newly established logistics company. Our limited history of operating part of our business may not serve as an adequate basis for evaluating our future prospects and operating results, including net revenue, cash flows and profitability.

Unauthorizeddisclosure or manipulation of student, teacher and other sensitive personal data, whether through breach of our network security or otherwise,could expose us to litigation or otherwise could adversely affect our reputation.

Maintaining our network security and internal controls over access rights is of critical importance because proprietary and confidential student and teacher information, such as names, addresses, and other personal information, is primarily stored in our computer database located at each of our tutorial centers. If our security measures are breached as a result of actions by third-parties, employee error, malfeasance or otherwise, third parties may receive or be able to access student or teacher records, which could subject us to liabilities, interrupt our business and adversely impact our reputation. Additionally, we run the risk that our employees or third parties could misappropriate or illegally disclose confidential educational information in our possession. As a result, we may be required to expend significant resources to provide additional protection from the threat of these security breaches or to alleviate problems caused by these breaches.

Wehave limited sources of working capital, which have been primarily funded from operations, bank loans, and advances from shareholders,and we cannot assure you that our needs for additional financing will be met in the future.

As of September 30, 2024 and 2023, we had cash of approximately $0.8 million and $6.6 million, total current assets of approximately $10.4 million and $12.1 million, and total current liabilities of approximately $13.6 million and $10.8 million, respectively. The Company has limited source of working capital and historically has funded its working capital needs primarily from operations, bank loans, and advances from shareholders, and intends to continue doing so in the near future. No assurance can be given that we will have revenues sufficient to sustain our operations or that we would be able to obtain equity/debt financing in the current economic environment, or we will be able to obtain any additional capital through operations, bank loans, and advances from shareholders, or any combination thereof, on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs and to support our operations. If we do not obtain adequate capital on a timely basis and on satisfactory terms, our revenues and operations would be materially negatively impacted.

Risks Relating to Doing Business in the PRC

Asevere or prolonged slowdown in the Chinese economy could materially and adversely affect our business and financial condition.

The rapid growth of the Chinese economy has slowed down since 2012 and such slowdown may continue. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China; the withdrawal of these expansionary monetary and fiscal policies could lead to a contraction. There are also concerns about the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the Chinese economy would likely materially and adversely affect our business, results of operations, and financial condition. In addition, continued turbulence in the international markets may adversely affect our ability to access capital markets to meet liquidity needs.

Changesin the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and couldhave a significant impact upon the operating entities’ ability to operate profitably in the PRC.

The operating entities currently conduct all of their operations and all of their revenue is generated in the PRC. Accordingly, economic, political, and legal developments in the PRC will significantly affect the operating entities’ business, financial condition, results of operations, and prospects. Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. The operating entities’ ability to operate profitably in the PRC may be adversely affected by changes in policies, regulations, rules, and the enforcement of laws by the PRC government, which changes may be quick with little advance notice.

Giventhe Chinese government’s significant oversight and discretion over the conduct of the operating entities’ business, the Chinesegovernment may intervene or influence the operating entities’ operations at any time, which could result in a material change intheir operations and/or the value of our ordinary shares.

The Chinese government has significant oversight and discretion over the conduct of the operating entities’ business and may intervene or influence their operations at any time as the government deems appropriate to further regulatory, political, and societal goals, which could result in a material change in their operations and/or the value of our ordinary shares.

The Chinese government has published new policies that significantly affected certain industries, such as the education and Internet industries, and the operating entities cannot rule out the possibility that it will in the future release regulations or policies regarding the operating entities’ industry that could adversely affect their business, financial condition, and results of operations. Furthermore, if China adopts more stringent standards with respect to certain areas, such as environmental protection or corporate social responsibilities, the operating entities may incur increased compliance costs or become subject to additional restrictions in their operations. Certain areas of the law in China, including intellectual property rights and confidentiality protections, may also not be as effective as in the United States or other countries. In addition, we cannot predict the effects of future developments in the PRC legal system on the operating entities’ business operations, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof. These uncertainties could limit the legal protections available to our Company and subsidiaries as a whole and our investors.

Anyactions by the Chinese government, including any decision to intervene or influence the operating entities’ operations or to exertcontrol over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause them to make materialchanges to their operations, may limit or completely hinder our ability to offer or continue to offer securities to investors, and maycause the value of such securities to significantly decline or be worthless.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. The operating entities’ ability to operate in China may be impaired by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, foreign investment limitations, and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. As such, the operating entities may be subject to various government and regulatory interference in the provinces in which they operate. The operating entities could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The operating entities may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

Furthermore, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although we believe our Company and our PRC subsidiaries are currently not required to obtain permission from any Chinese authorities and neither we nor any of our PRC subsidiaries have received any notice of denial of permission to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry, particularly in the event permission to list on U.S. exchanges may be later required, or withheld or rescinded once given.

Accordingly, government actions in the future, including any decision to intervene or influence the operating entities’ operations at any time or to exert control over an offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause the operating entities to make material changes to their operation, may limit or completely hinder our ability to offer or continue to offer securities to investors, and/or may cause the value of such securities to significantly decline or be worthless.

Recentgreater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impactthe operating entities’ business and our offerings.

On September 24 2024, the State Council promulgated the Regulation on Network Data Security Management, which became effective on January 1, 2025. Pursuant to the Regulation on Network Data Security Management, network data handlers carry out network data processing activities that affect or may affect national security shall undergo a national security review in accordance with relevant national regulations, “network data handler” refers to an individual or organization that independently determines the handling purpose and handling method in network data handling activities.

On July 7, 2022, the CAC promulgated the Security Assessment Measures for Data Provision Abroad, which became effective on September 1, 2022. The Security Assessment Measures for Data Provision Abroad stipulates the circumstances under which security assessment of outbound data transfers should be declared, including: (i) a data handler provides critical data abroad; (ii) either a key information infrastructure operator, or a data handler processing the personal information of more than one million people provides personal information abroad; (iii) a data handler has provided personal information of 100,000 people or sensitive personal information of 10,000 people in total abroad since January 1 of the previous year; or (iv) other circumstances prescribed by the CAC for which declaration for security assessment for data provision abroad is required.

On December 28, 2021, the CAC, together with 12 other governmental departments of the PRC, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures provides that, in addition to critical information infrastructure operators (“CIIOs”) that intend to purchase Internet products and services, data processing operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing. The Cybersecurity Review Measures further requires that CIIOs and data processing operators that possess personal data of at least one million users must apply for a review by the Cybersecurity Review Office of the PRC before conducting listings in foreign countries.

As of the date of this annual report, we have not received any notice from any authorities identifying any of the operating entities as a CIIO or requiring any of the operating entities to go through national security review, security assessment of outbound data transfers, or cybersecurity review. We believe that the operating entities’ operations and our listing will not be affected and that the operating entities are not subject to cybersecurity review or network data security review by the CAC, given that: (i) as a company that mainly operates tutorial centers, our operating entities are unlikely to be classified as CIIOs by the PRC regulatory agencies; (ii) PRC operating entities possess personal data of fewer than one million individual clients in their business operations as of the date of this annual report and do not anticipate that they will be collecting over one million users’ personal information in the near future, which the operating entities understand might otherwise subject the operating entities to the Cybersecurity Review Measures; and (iii) since the operating entities are in the tutorial and logistics industries, data processed in our business is unlikely to affect or may affect national security and therefore is unlikely to be classified as critical or important data by the authorities; and (iv) we do not provide personal information of 100,000 people or sensitive personal information of 10,000 people in total abroad since January 1 of the previous year. . There remains uncertainty, however, as to how regulations and policies will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Regulation on Network Data Security Management, the Security Assessment Measures for Data Provision Abroad and the Cybersecurity Review Measures. If any such new laws, regulations, rules, or implementation and interpretation come into effect, the operating entities will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on them. We cannot guarantee, however, that the operating entities will not be subject to national security review, security assessment of outbound data transfers, or cybersecurity review in the future. During such reviews and assessment, the operating entities may be required to suspend their operations or experience other disruptions to their operations. These reviews and assessment could also result in negative publicity with respect to our Company and diversion of the operating entities’ managerial and financial resources, which could materially and adversely affect the operating entities’ business, financial conditions, and results of operations and our offerings.

TheTrial Measures and the revised Provisions issued by the PRC authorities may subject us to additional compliance requirements in the future.

On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which took effect on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of relevant applications or upon completion of subsequent offerings. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filingof Overseas Offering and Listing by Domestic Companies, or the CSRC Notice, which, among others, clarifies that PRC domestic companies that have already been listed overseas before the effective date of the Trial Measures, which is March 31, 2023, shall be deemed to be “Existing Issuers”, and Existing Issuers are not required to complete the filing procedures with the CSRC immediately, and they shall be required to file with the CSRC for any subsequent offerings. We are an Existing Issuer, based on the foregoing, and we are not, therefore, required to complete the filing procedures with the CSRC immediately, and shall be required, however, to file with the CSRC for any subsequent offerings.

On February 24, 2023, the CSRC, together with the MOF, the National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas Securities Offering andListing, which were issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009, or the Provisions. The revised Provisions were issued under the title the “Provisions on Strengthening Confidentialityand Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,” and came into effect on March 31, 2023, together with the Trial Measures. One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things, (i) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities, including securities companies, securities service providers, and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (ii) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities, including securities companies, securities service providers, and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. Any failure or perceived failure by our Company or our subsidiaries to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime. See “Regulations—Regulations Related to Mergers and Acquisitions and Overseas Listings.”

The Trial Measures and the revised Provisions that issued by the PRC authorities may subject us to additional compliance requirements in the future, as there are still uncertainties regarding the interpretation and implementation of such regulatory guidance, and we cannot assure you that we will be able to comply with all the new regulatory requirements of the Trial Measures, the revised Provisions, or any future implementing rules on a timely basis, or at all. Any failure by us to fully comply with the new regulatory requirements, including but not limited to the failure to complete the filing procedures with the CSRC if required, may significantly limit or completely hinder our ability to offer or continue to offer our Class A ordinary shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Class A ordinary shares to significantly decline in value or become worthless.

Increasesin labor costs in the PRC may adversely affect the operating entities’ business and profitability.

China’s economy has experienced increases in labor costs in recent years. China’s overall economy and the average wage in China are expected to continue to grow. The average wage level for the operating entities’ employees has also increased in recent years. We expect that the operating entities’ labor costs, including wages and employee benefits, will continue to increase. Unless the operating entities are able to pass on these increased labor costs to their customers by increasing prices for their products, the operating entities’ profitability and results of operations may be materially and adversely affected.

In addition, pursuant to the PRC Labor Contract Law, or the “Labor Contract Law,” that became effective in January 2008 and its implementing rules that became effective in September 2008 and its amendments that became effective in July 2013, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation, and unilaterally terminating labor contracts. In the event that the operating entities decide to terminate some of their employees or otherwise change their employment or labor practices, the Labor Contract Law and its implementation rules may limit the operating entities’ ability to effect those changes in a desirable or cost-effective manner, which could adversely affect the operating entities’ business and results of operations. Besides, pursuant to the Labor Contract Law and its amendments, dispatched employees are intended to be a supplementary form of employment and the fundamental form should be direct employment by enterprises and organizations that require employees.

As the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that the operating entities’ employment practice does not and will not violate labor-related laws and regulations in China, which may subject them to labor disputes or government investigations. If the operating entities are deemed to have violated relevant labor laws and regulations, the operating entities could be required to provide additional compensation to their employees and the operating entities’ business, financial condition and results of operations could be materially and adversely affected.

Becausewe are a Cayman Islands exempted company and all of our business is conducted in the PRC, you may be unable to bring an action againstus or our officers and directors or to enforce any judgment you may obtain. It may also be difficult for you or overseas regulators toconduct investigations or collect evidence within China.

We are incorporated in the Cayman Islands and conduct our operations primarily in China. A majority of our assets are located in China. In addition, all of our senior executive officers reside within China for a significant portion of the time and are PRC nationals. As a result, it may be difficult or impossible for you to bring an action against us in the event that you believe we have violated your rights, either under United States federal or state securities laws or otherwise, or if you have a claim against us. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may not permit you to enforce a judgment against our assets or the assets of our directors and officers.

It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities in the United States may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior consent from the securities regulatory authority of the State Council and the competent departments of the State Council. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

Jointstatement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additionaland more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especiallythe non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply a minimum offering size requirement for companies primarily operating in a “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or the board of directors for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditor. On October 4, 2021, the SEC approved Nasdaq’s revised proposal for the rule changes.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Companies Accountable Act.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two.

On September 22, 2021, the PCAOB adopted a final rule implementing the Holding Foreign Companies Accountable Act, which provides a framework for the PCAOB to use when determining, as contemplated under the Holding Foreign Companies Accountable Act, whether the board of directors of a company is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act.

On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by PRC and Hong Kong authorities in those jurisdictions.

On August 26, 2022, the CSRC, MOF, and the PCAOB signed the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong, 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. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On December 15, 2022, the PCAOB determined that it was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and vacated its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB may consider the need to issue a new determination.

On December 23, 2022 the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023”, was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act, which also reduced the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two.

Our current auditor is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly traded companies in the U.S., is subject to laws in the U.S., pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. As of the date of this annual report, the PCAOB has access to inspect the working papers of our auditor. However, the recent developments would add uncertainties to our continued listing and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us since we are an emerging growth company and the majority of our operations are conducted in China. The Accelerating Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act, 2023 reduced the period of time for foreign companies to comply with PCAOB audits to two consecutive years, thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time. Delisting may cause a significant decrease in or a total loss of the value of our securities. Although a shareholder’s ownership of our Company does not decrease directly from delisting, the ownership may become worth much less, or, in some cases, lose its entire value.

PRCregulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to increase theirregistered capital or distribute profits to us, or otherwise expose us or our PRC resident shareholders to liabilities or penalties.

In July 2014, the SAFE promulgated the Circular on Issues Concerning Foreign Exchange Administration over the Overseas Investment and Financing and Roundtrip Investment by Domestic Residents via Special Purpose Vehicles, or the “SAFE Circular 37,” which replaced the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles. According to the SAFE Circular 37, PRC residents or entities are required to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle, known as “SPV,” undergoes material events relating to any changes of basic information (such as change of such PRC residents or entities, name and operation term), increase or decrease of investment amount, transfer or exchanges of shares, and mergers or divisions.

As of the date of this annual report, all of the shareholders who are subject to the SAFE Circular 37 and Individual Foreign Exchange Rules have completed the registrations required by the SAFE Circular 37. We have urged all PRC residents or entities who directly or indirectly hold shares in our Company and who are currently known to us as being PRC residents to make the necessary applications, filings, and amendments as required under the SAFE Circular 37 and other related rules. We attempt to comply, and attempt to ensure that our shareholders and beneficial owners who are subject to these rules comply with the relevant requirements. We cannot, however, provide any assurances that all of our shareholders or beneficial owners who are PRC residents will comply with our request to comply with the SAFE Circular 37 requirements, nor can we assure that we will be inform of the identities of all the current and future PRC residents or entities holding direct or indirect interest in our Company. Failure by any of such shareholders or beneficial owners to comply with relevant requirements under these regulations could subject us to fines or sanctions, restrict our overseas or cross-border investment activities, limit our PRC subsidiaries’ ability to pay dividends or make distributions to us and limit our ability to increase our investment in our PRC subsidiaries, which could adversely affect our business and prospects.

Furthermore, as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owner of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary fillings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

Wemay rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirement we mayhave, and any limitation on the ability of our subsidiaries to make payments to us and any tax we are required to pay could have a materiallyadverse effect on our ability to conduct our business.

We are a Cayman Islands holding company and we rely principally on dividends and other distributions on equity from our PRC subsidiaries for our cash requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. Any limitation on the ability of our PRC subsidiaries to distribute dividends or other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.

Under PRC laws and regulations, our PRC subsidiary, Golden Sun Wenzhou, as a wholly foreign-owned enterprise in the PRC, may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such fund reaches 50% of its registered capital. At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserve funds and staff welfare and bonus funds are not distributable as cash dividends.

In response to the persistent capital outflow and the RMB’s depreciation against U.S. dollar in the fourth quarter of 2016, the People’s Bank of China (“PBOC”) and SAFE have implemented a series of capital control measures, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. For instance, PBOC issued the Circular on Further Clarification of Relevant Matters Relating to Offshore RMB Loans Provided by Domestic Enterprises, or “PBOC Circular 306,” on November 26, 2016, which provides that offshore RMB loans provided by a domestic enterprise to offshore enterprises with which it has an equity relationship shall not exceed 30% of the domestic enterprise’s most recent audited owner’s equity. PBOC Circular 306 may constrain our PRC subsidiaries’ ability to provide offshore loans to us. The PRC government may continue to strengthen its capital controls, and our PRC subsidiaries’ dividends and other distributions may be subjected to tighter scrutiny in the future. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. See also “Item 3. KEY INFORMATION—D. Risk Factors— Risks Relating to Doing Business in the PRC—Under the EIT Law, we may be classified as a ‘resident enterprise’ of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders.”

PRCregulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversionmay delay or prevent us from using proceeds from our future financing activities to make loans or additional capital contributions toour PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Any funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises, or “FIEs,” in China, capital contributions to our PRC subsidiary, Golden Sun Wenzhou, which are FIEs, are subject to the approval of or filing with the Ministry of Commerce of the PRC (“MOFCOM”) or its local counterparts and registration with a local bank authorized by SAFE. There is, in effect, no statutory limit on the amount of capital contribution that we can make to our PRC subsidiaries. The reason is that there is no statutory limit on the amount of registered capital for our PRC subsidiaries, and we are allowed to make capital contributions to our PRC subsidiaries by subscribing for their initial registered capital and increased registered capital, provided that the PRC subsidiaries complete the relevant filing and registration procedures.

On the other hand, any foreign loan provided by us to our PRC subsidiaries is required to be registered with SAFE or its local branches or filed with SAFE in its information system, and our PRC subsidiaries may not procure foreign loans which exceed the difference between its total investment amount and registered capital (the “Current Foreign Debt Mechanism”) or, as an alternative, only procure loans subject to the calculation approach and limitations as provided in the PBOC’s Circular on Matters concerning the Macro-Prudential Management of Full-Covered Cross-Border Financing, or “PBOC Notice No. 9” (the “PBOC Notice No. 9 Mechanism”), which shall not exceed 200% of the net asset of the relevant PRC subsidiary. According to PBOC Notice No. 9, after a transition period of one year since its promulgation, PBOC and SAFE will determine the cross-border financing administration mechanism for the FIEs after evaluating the overall implementation of PBOC Notice No. 9. As of the date hereof, neither PBOC nor SAFE has promulgated and made public any further rules, regulations, notices, or circulars in this regard. It is uncertain which mechanism will be adopted by PBOC and SAFE in the future and what statutory limits will be imposed on us when providing loans to our PRC subsidiaries. Currently, our PRC subsidiaries have the flexibility to choose between the Current Foreign Debt Mechanism and the PBOC Notice No. 9 Mechanism. However, if a more stringent foreign debt mechanism becomes mandatory, our ability to provide loans to our PRC subsidiaries may be significantly limited, which may adversely affect our business, financial condition, and results of operations.

If we seek to make capital contributions into our PRC subsidiaries or provide any loans to our PRC subsidiaries in the future, we may not be able to obtain the required government approvals or complete the required registrations on a timely basis, if at all. If we fail to receive such approvals or complete such registrations, our ability to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

Becausethe operating entities’ business is conducted in RMB and the price of our ordinary shares is quoted in U.S. dollars, changes incurrency conversion rates may affect the value of your investments.

The operating entities’ business is conducted in the PRC, our books and records are maintained in RMB, which is the currency of the PRC, and the financial statements that we file with the SEC and provide to our shareholders are presented in U.S. dollars. Changes in the exchange rate between RMB and U.S. dollar affect the value of our assets and the results of our operations, when presented in U.S. dollars. The value of RMB against the U.S. dollars and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions and perceived changes in the economy of the PRC and the United States. Any significant revaluation of RMB may materially and adversely affect our cash flows, revenue, and financial condition.

Underthe EIT Law, we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequencesto us and our non-PRC shareholders.

The PRC Enterprise Income Tax Law (the “EIT Law”) and its implementing rules provide that enterprises established outside of China whose “de facto management bodies” are located in China are considered “resident enterprises” under PRC tax laws. The implementing rules promulgated under the EIT Law define the term “de facto management bodies” as a management body which substantially manages, or has control over the business, personnel, finance and assets of an enterprise. In April 2009, the State Administration of Taxation, or the “SAT,” issued a circular known as “SAT Circular 82” (partially abolished on December 29, 2017), which provides certain specific criteria for determining whether the “de facto management bodies” of a PRC-controlled enterprise that is incorporated offshore are located in China. There are, however, no further detailed rules or precedents governing the procedures and specific criteria for determining “de facto management body.” Although our board of directors and management are located in the PRC, it is unclear if the PRC tax authorities would determine that we should be classified as a PRC “resident enterprise.”

If we are deemed as a PRC “resident enterprise,” we will be subject to PRC enterprise income tax on our worldwide income at a uniform tax rate of 25%, although dividends distributed to us from our existing PRC subsidiaries and any other PRC subsidiaries which we may establish from time to time could be exempt from the PRC dividend withholding tax due to our PRC “resident recipient” status. This could have a material and adverse effect on our overall effective tax rate, our income tax expenses and our net income. Furthermore, dividends, if any, paid to our shareholders may be decreased as a result of the decrease in distributable profits. In addition, if we were considered a PRC “resident enterprise,” any dividends we pay to our non-PRC investors, and the gains realized from the transfer of our ordinary shares may be considered income derived from sources within the PRC and be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty). It is unclear whether holders of our ordinary shares would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. This could have a material and adverse effect on the value of your investment in us and the price of our ordinary shares.

Thereare significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiaries, and dividends payableby our PRC subsidiaries to our Hong Kong subsidiaries may not qualify to enjoy certain treaty benefits.

Under the EIT Law and its implementation rules, the profits of a foreign invested enterprise generated through operations, which are distributed to its immediate holding company outside the PRC, will be subject to a withholding tax rate of 10%. Pursuant to a special arrangement between Hong Kong and the PRC and the Notice of the SAT on Issues Regarding the Implementation of Dividend Provisions in Tax Treaties, or the “SAT Circular 81,” issued by the SAT, such rate may be reduced to 5% if the PRC enterprise is at least 25% held by a Hong Kong enterprise for at least 12 consecutive months prior to the distribution of the dividends and is determined by the relevant PRC tax authority to have satisfied other conditions and requirements under the China-Hong Kong special arrangement and other applicable PRC laws. Furthermore, under the SAT’s Administrative Measures for Non-Resident Taxpayers to Enjoy Treatments under Tax Treaties effective in August 2015, non-resident taxpayers shall determine whether they are qualified to enjoy the preferential tax treatment under the tax treaties and file relevant report and materials with the tax authorities. See “Item 10. ADDITIONAL INFORMATION—E. Taxation—People’s Republic of China Taxation.” We have determined that we are qualified to enjoy the preferential tax treatment. We cannot assure you, however, that our determination will not be challenged by the relevant PRC tax authority or we will be able to complete the necessary filings with the relevant PRC tax authority and enjoy the preferential withholding tax rate of 5% under the China-Hong Kong special arrangement with respect to dividends to be paid by our PRC subsidiaries to our Hong Kong subsidiaries.

Weface uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

In February 2015, the SAT issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or “SAT Bulletin 7,” which was partially abolished in 2017. Pursuant to this bulletin, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immovable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. SAT Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange.

There is uncertainty as to the application of SAT Bulletin 7. We face uncertainties as to the reporting and other implications of certain future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments. We may be subject to filing obligations or taxed if we are transferor in such transactions, and may be subject to withholding obligations if we are transferee in such transactions under SAT Bulletin 7. For transfer of shares in our Company by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Bulletin 7. As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our Company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

OurPRC subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effecton our ability to conduct our business.

We are a holding company incorporated in the Cayman Islands. We may need dividends and other distributions on equity from our PRC subsidiaries to satisfy our liquidity requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a PRC company is required to set aside at least 10% of its after-tax profits as statutory reserve funds, until the cumulative amount of such reserve funds reaches 50% of its registered capital, unless laws regarding foreign investment provide otherwise. Our PRC subsidiaries may also allocate a portion of their respective after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash dividends. These limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments, or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

To address the persistent capital outflow and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or the SAFE Circular 3, issued on January 26, 2017, provides that the banks shall, when dealing with dividend remittance transactions from domestic enterprise to its offshore shareholders of more than US$50,000, review the relevant board resolutions, original tax filing form and audited financial statements of such domestic enterprise based on the principle of genuine transaction. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

In addition, the EIT Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are tax resident. See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Relating to Doing Business in the PRC—Under the EIT Law, we may be classified as a ‘resident enterprise’ of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders.”

Ifwe become directly subject to the scrutiny, criticism, and negative publicity involving U.S.-listed Chinese companies, we may have toexpend significant resources to investigate and resolve the matter which could harm our business operations, stock price, and reputation.

U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism, and negative publicity by investors, financial commentators, and regulatory agencies, such as the SEC. Much of the scrutiny, criticism, and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism, and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism, and negative publicity will have on us, our business, and our share price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and distract our management from developing our business. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our stock.

Thedisclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of anyregulatory bodies in the PRC.

We are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Our SEC reports and other disclosures and public pronouncements are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings are not subject to the review by the CSRC, a PRC regulator that is responsible for oversight of the capital markets in China. However, on February 17, 2023, with the approval of the State Council, the CSRC released the Trial Measures and five supporting guidelines, which took effect on March 31, 2023. According to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures and submit relevant documents, including the prospectus and other listing documents submitted to overseas regulatory authorities, to the CSRC. However, as the laws and regulations are relatively new, substantial uncertainties exist with respect to its interpretation and implementation regarding such laws and regulations. It is not clear how the CSRC may review and scrutinize these listing documents and we cannot assure you whether and how such scrutiny may affect our listing on an U.S. exchange.

TheM&A Rules and certain other PRC regulations establish complex procedures for certain acquisitions of Chinese companies by foreigninvestors, which could make it more difficult for us to pursue growth through acquisitions in China.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the “M&A Rules,” and other adopted PRC regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex. For example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Mergers or acquisitions that allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to MOFCOM when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the “Prior Notification Rules,” issued by the State Council in August 2008 is triggered. In addition, the security review rules issued by MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions. It is clear that our business would not be deemed to be in an industry that raises “national defense and security” or “national security” concerns. MOFCOM or other government agencies, however, may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.

Risks Relating to Our Ordinary Shares and the Trading Market

Substantialfuture sales of our Class A ordinary shares or the anticipation of future sales of our ordinary shares, whether by us or our shareholders,could cause the price of our Class A ordinary shares to decline.

An aggregate of 1,577,944 Class A ordinary shares are outstanding as of the date of this annual report. If our existing shareholders sell, or indicate an intent to sell, substantial amounts of our ordinary shares in the public market, the trading price of our Class A ordinary shares could decline significantly. Similarly, the perception in the public market that our shareholders might sell our ordinary shares could also depress the market price of our shares. A decline in the price of our Class A ordinary shares might impede our ability to raise capital through the issuance of additional Class A ordinary shares or other equity securities. In addition, the issuance and sale by us of additional ordinary shares, or securities convertible into or exercisable for our ordinary shares, or the perception that we will issue such securities, could reduce the trading price for our Class A ordinary shares as well as make future sales of equity securities by us less attractive or not feasible.

Becausewe do not expect to pay dividends in the foreseeable future, you must rely on the price appreciation of our Class A ordinary shares forreturn on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Class A ordinary shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount, provided that in no circumstances may a dividend be paid if this would result in the Company being unable to pay its debts due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions, and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A ordinary shares will likely depend entirely upon any future price appreciation of our Class A ordinary shares. There is no guarantee that our Class A ordinary shares will appreciate in value or even maintain the price at which you purchased the Class A ordinary shares. You may not realize a return on your investment in our Class A ordinary shares and you may even lose your entire investment in our Class A ordinary shares.

Securitiesanalysts may not cover our Class A ordinary shares and this may have a negative impact on the market price of our Class A ordinary shares.

The trading market for our Class A ordinary shares will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over independent analysts (provided that we have engaged various non-independent analysts). We do not currently have and may never obtain research coverage by independent securities and industry analysts. If no independent securities or industry analysts commence coverage of us, the trading price for our Class A ordinary shares would be negatively impacted. If we obtain independent securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our Class A ordinary shares, changes their opinion of our shares, or publishes inaccurate or unfavorable research about our business, the price of our Class A ordinary shares would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our Class A ordinary shares could decrease and we could lose visibility in the financial markets, which could cause the price and trading volume of our Class A ordinary shares to decline.

Thetrading price of our Class A ordinary shares is likely to be volatile, which could result in substantial losses to our investors.

The trading price of our Class A ordinary shares is likely to continue to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in their trading prices. The trading performances of other Chinese companies’ securities after their offerings may affect the attitudes of investors toward Chinese companies listed in the United States in general and consequently may impact the trading performance of our Class A ordinary shares, regardless of our actual operating performance.

In addition, the market price of our Class A ordinary shares may be volatile, both because of actual and perceived changes in our financial results and reports, and because of general volatility in the stock market. The factors that could cause fluctuations in our share price may include, among other factors discussed in this section, the following:

●	actual<br> or anticipated variations in the financial results and prospects of our Company or other<br> companies in the activated carbon business;
●	changes<br> in financial estimates by research analysts;
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●	mergers<br> or other business combinations involving us;
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●	additions<br> and departures of key personnel and senior management;
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●	changes<br> in accounting principles;
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●	the<br> passage of legislation or other developments affecting us or our industry;
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●	the<br> trading volume of our Class A ordinary shares in the public market;
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●	the<br> release of lockup, escrow, or other transfer restrictions on our outstanding equity securities<br> or sales of additional equity securities;
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●	changes<br> in economic conditions, including fluctuations in global and Chinese economies;
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●	financial<br> market conditions;
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●	the<br> COVID-19 pandemic;
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●	natural<br> disasters, terrorist acts, acts of war, or periods of civil unrest; and
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●	the<br> realization of some or all of the risks described in this section.
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In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations may materially and adversely affect the market price of our Class A ordinary shares.

Techniquesemployed by short sellers may drive down the market price of our Class A ordinary shares.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

Public companies listed in the United States that have a substantial majority of their operations in China have been the subject of short selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.

We may in the future be the subject of unfavorable allegations made by short sellers. Any such allegations may be followed by periods of instability in the market price of our Class A ordinary shares and negative publicity. If and when we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable federal or state law, or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations and shareholder’s equity, and the value of any investment in our could be greatly reduced or rendered worthless.

Therequirements of being a public company may strain our resources and divert management’s attention.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act,” the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations. Despite recent reforms made possible by the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act,” compliance with these rules and regulations will nonetheless increase our legal, accounting, and financial compliance costs and investor relations and public relations costs, make some activities more difficult, time-consuming, or costly, and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and operating results as well as proxy statements.

As a result of disclosure of information in the Form 20-F and in filings required of a public company, our business and financial condition are more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

Being a public company and these new rules and regulations make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

Ifwe cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the ExchangeAct applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting, and other expenses that we wouldnot incur as a foreign private issuer.

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we are not required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently are qualified as a foreign private issuer, we may cease to qualify as a foreign private issuer in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.

Becausewe are a foreign private issuer and have taken advantage of exemptions from certain Nasdaq corporate governance standards applicableto U.S. issuers, you will have less protection than you would have if we were a domestic issuer.

As an exempted company incorporated in the Cayman Islands with limited liability that is listed on the Nasdaq, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. We have relied on and plan to rely on certain home country practice with respect to our corporate governance. Specifically, we have elected to be exempt from the requirements under (a) Nasdaq Listing Rule 5635 to obtain shareholder approval for (i) the issuance 20% or more of our outstanding ordinary shares or voting power in a private offering, (ii) the issuance of securities pursuant to a stock option or purchase plan to be established or materially amended or other equity compensation arrangement made or materially amended, (iii) the issuance of securities when the issuance or potential issuance will result in a change of control of our Company, and (iv) certain acquisitions in connection with the acquisition of the stock or assets of another company, and (b) Nasdaq Listing Rule 5640, which requires that the voting rights of a listed company cannot be disparately reduced or restricted through any corporate action or issuance. As a result, our shareholders may be afforded less protection than they otherwise would enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

Ifwe cannot satisfy, or continue to satisfy, the continued listing requirements and other rules of the Nasdaq Capital Market, our securitiesmay be delisted, which could negatively impact the price of our securities and your ability to sell them.

Our securities are listed on the Nasdaq Capital Market. We cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Capital Market, we are required to comply with certain rules, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the criteria for maintaining our listing, our securities could be subject to delisting.

If our securities are subsequently delisted from trading, we could face significant consequences, including:

●	a<br> limited availability for market quotations for our securities;
●	reduced<br> liquidity with respect to our securities;
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●	a<br> determination that our Class A ordinary shares is a “penny stock,” which will<br> require brokers trading in our Class A ordinary shares to adhere to more stringent rules<br> and possibly result in a reduced level of trading activity in the secondary trading market<br> for our Class A ordinary shares;
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●	limited<br> amount of news and analyst coverage; and
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●	a<br> decreased ability to issue additional securities or obtain additional financing in the future.
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Wedo not know whether a market for our Class A ordinary shares will be sustained or what the trading price of our Class A ordinary shareswill be and as a result it may be difficult for you to sell your Class A ordinary shares.

Although our Class A ordinary shares trade on Nasdaq, an active trading market for our Class A ordinary shares may not be sustained. It may be difficult for you to sell your Class A ordinary shares without depressing the market price for our Class A ordinary shares. As a result of these and other factors, you may not be able to sell your Class A ordinary shares. Further, an inactive market may also impair our ability to raise capital by selling Class A ordinary shares, or may impair our ability to enter into strategic partnerships or acquire companies or products by using our Class A ordinary shares as consideration.

Anti-takeoverprovisions in our amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control.

Some provisions of our amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control of our Company or management that shareholders may consider favorable, including, among other things, the following:

●	provisions<br> that authorize our board of directors to issue shares with preferred, deferred, or other<br> special rights or restrictions without any further vote or action by our shareholders; and
●	provisions<br> that restrict the ability of our shareholders to call meetings and to propose special matters<br> for consideration at shareholder meetings.
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Ourboard of directors may refuse or delay the registration of the transfer of ordinary shares in certain circumstances.

Except in connection with the settlement of trades or transactions entered into through the facilities of a stock exchange or automated quotation system on which our ordinary shares are listed or traded from time to time, our board of directors may resolve to refuse the registration of the transfer of our ordinary shares. Where our directors do so, they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year. Our directors may also refuse or delay the registration of any transfer of ordinary shares if the transferor has failed to pay an amount due in respect to those ordinary shares. If our directors refuse to register a transfer, they shall, as soon as reasonably practicable, send the transferor and the transferee a notice of the refusal or delay in the approved form.

This, however, will not affect market transactions of the ordinary shares purchased by investors in a public offering. Where the ordinary shares are listed on a stock exchange, the ordinary shares may be transferred without the need for a written instrument of transfer, if the transfer is carried out in accordance with the rules of the stock exchange and other requirements applicable to the ordinary shares listed on the stock exchange.

Duringthe course of the audit of our consolidated financial statements, we identified material weaknesses in our internal control over financialreporting. If we fail to establish and maintain an effective system of internal control over financial reporting, our ability to accuratelyand timely report our financial results or prevent fraud may be adversely affected, and investor confidence and the market price of ourordinary shares may be adversely impacted.

We are subject to reporting obligations under U.S. securities laws. The SEC adopted rules pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of its internal control over financial reporting.

We, in connection with the preparation of our consolidated financial statements for the fiscal year ended September 30, 2024, identified the following material weaknesses: (1) we lack sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address certain accounting issues, and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements, (2) we lack formal accounting policies and procedures manual to ensure proper financial reporting in accordance with U.S. GAAP and SEC reporting requirements, and (3) for certain related party related party transactions, we do not have an audit committee process for review, approval, or related documentation in place. See “Item 15. CONTROLS AND PROCEDURES —Disclosure Controls and Procedures.” Our management is currently in the process of evaluating the steps necessary to remediate the ineffectiveness, such as (i) hiring more qualified accounting personnel 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, and (iii) setting up formal protocols to review, approve, and document related party transactions. However, measures that we implement may not fully address the material weaknesses in our internal control over financial reporting and we may not be able to conclude that the material weaknesses have been fully remedied.

Failure to correct the material weaknesses and other control deficiencies or failure to discover and address any other control deficiencies could result in inaccuracies in our consolidated financial statements and could also impair our ability to comply with applicable financial reporting requirements and make related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations, and prospects, as well as the trading price of our ordinary shares, may be materially and adversely affected. Due to the material weaknesses in our internal control over financial reporting as described above, our management concluded that our internal control over financial reporting was not effective as of September 30, 2024. This could adversely affect the market price of our Class A ordinary shares due to a loss of investor confidence in the reliability of our reporting processes.

Weare an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptionsfrom disclosure requirements available to emerging growth companies, this will make it more difficult to compare our performance withother public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This will make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Becausewe are an “emerging growth company,” we may not be subject to requirements that other public companies are subject to, whichcould affect investor confidence in us and our Class A ordinary shares.

We are classified as an “emerging growth company” under the JOBS Act. For as long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Class A ordinary shares less attractive as a result, there may be a less active trading market for our Class A ordinary shares and our share price may be more volatile.

Thelaws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporationsincorporated in the United States.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, by the Companies Act (Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law in the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands and from English common law. Decisions of the Privy Council (which is the final Court of Appeal for British overseas territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the English courts, and particularly the Supreme Court and the Court of Appeal are generally of persuasive authority but are not binding in the courts of the Cayman Islands. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive but not binding authority. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws relative to the United States. Therefore, our public shareholders may have more difficulty protecting their interests in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Ifwe are classified as a PFIC, United States taxpayers who own our Class A ordinary shares may have adverse United States federal incometax consequences.

A non-U.S. corporation such as ourselves will be classified as a PFIC, for any taxable year if, for such year, either:

●	At<br> least 75% of our gross income for the year is passive income; or
●	The<br> average percentage of our assets (determined at the end of each quarter) during the taxable<br> year which produce passive income or which are held for the production of passive income<br> is at least 50%.
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Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business), and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our Class A ordinary shares, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

Depending on the amount of cash we have and any other assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income, in which case we would be deemed a PFIC, which could have adverse U.S. federal income tax consequences for U.S. taxpayers who are shareholders. We will make this determination following the end of any particular tax year.

Although the law in this regard is unclear, we treat PRC subsidiaries as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operations of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were or are determined to be a PFIC, see “Item 10. Additional Information—E. Taxation—United States Federal Income Taxation—Passive Foreign Investment Company (“PFIC”).”

Thedual class structure of our ordinary shares has the effect of concentrating voting control with our Chairman and Chief Executive Officer,Mr. Xueyuan Weng, who is the only owner of our Class B ordinary shares, and his interests may not be aligned with the interests of ourother shareholders.

Our Class B ordinary shares have five votes per share, and our Class A ordinary shares have one vote per share, on all matters subject to vote at general meetings of the Company. Mr. Xueyuan Weng, our Chairman and CEO, currently beneficially hold approximately 58% of the total votes for our issued and outstanding share capital. Because of the five-to-one voting ratio between our Class B ordinary shares and Class A ordinary shares, the holder of our Class B ordinary shares could collectively control a majority of the aggregate voting power of our issued ordinary shares and therefore be able to control all matters submitted to our shareholders for approval. This concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate actions requiring shareholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our share capital that you may feel are in your best interest as one of our shareholders. Such concentration of voting power could also have the effect of delaying, deterring, or preventing a change of control or other business combination, which could, in turn, have an adverse effect on the market price of our Class A ordinary shares or prevent our shareholders from realizing a premium over the then-prevailing market price for their Class A ordinary shares.

Thedual-class structure of our ordinary shares may adversely affect the trading market for our Class A ordinary shares.

Several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our ordinary shares may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A ordinary shares.

Sincewe are a “controlled company” within the meaning of the Nasdaq listing rules, we are allowed to follow certain exemptionsfrom certain corporate governance requirements that could adversely affect our public shareholders.

Our largest shareholder, Mr. Xueyuan Weng, owns more than a majority of the voting power of our outstanding ordinary shares. Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq listing rules even if we are deemed a “controlled company,” we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Item 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

RecentDevelopments

StrategicTransition into the Cultural Tourism Industry

In fiscal year 2024, the Company, through its wholly-owned subsidiary Shanghai Golden Sun Gongyu Education Technology Co., Ltd. (“Gongyu”), has established a strategic joint venture (the “JV”) named Shanghai Fuyang Cultural Tourism Development Co., Ltd. The JV marks a significant milestone in the Company’s ongoing business transformation, aiming to capitalize on the rapidly growing cultural tourism sector in China. The move is expected to further diversify the Company’s revenue streams while leveraging its years’ expertise in education technology to create synergies within the JV. we started implementing a strategic plan to expand our operations into the cultural tourism industry in China. The following are related corporate developments:

On August 15, 2024, the board of directors of Gongyu unanimously approved an investment to establish the JV, partnering with two individuals who bring profound academic backgrounds, along with extensive experience and resources in designing over a hundred cultural tourism projects across China. The JV will focus on planning, design, consulting, and promotion services for cultural tourism projects and products, as well as the development and management of cultural and tourism resources. Gongyu agrees to invest and secure a 51% equity interest in the JV, with one of the partners designated to assume the role of executive director of the JV.

Strategic Transition into the Wellness Industry

In 2023, we started implementing a strategic transition to expand our operation into the wellness industry in China. The following are related corporate developments:

●	On<br> the Company’s annual general meeting held on September 26, 2023, the board of directors<br> proposed, and the shareholders of the Company adopted a special resolution to change the<br> Company’s name to “Golden Sun Health Technology Group Limited”.
●	On<br> March 7, 2023, we incorporated Shanghai Fuyouyuan, a PRC limited liability company and a<br> fifty-one-percent owned subsidiary of Gongyu. The Company also indirectly controls an additional<br> 1% of the equity share of Shanghai Fuyouyuan through a 10% equity share held by Zhejiang<br> Fuyouyuan, of which Lilong Logistic has a 10% equity share. Shanghai Fuyouyuan does not have<br> active businesses as of the date of this annual report.
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●	On<br> April 3, 2023, we incorporated Golden Sun (SH), a Hong Kong limited company and a wholly<br> owned subsidiary of Golden Sun Hong Kong. Golden Sun (SH) does not have active businesses<br> as of the date of this annual report.
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●	On<br> August 15, 2023, we incorporated Shanghai Jinheyu, a PRC limited liability company and a<br> 51% owned subsidiary of Gongyu Education. See “Item 4. INFORMATION ON THE COMPANY—b.<br> Business Overview—Strategic Transition into the Wellness Industry” for Shanghai<br> Jinheyu’s business.
●	On<br> November 17, 2023 we incorporated Golden Sun Selection, a PRC limited liability company and<br> a wholly owned subsidiary of Golden Sun Wenzhou. On December 21, 2023, we established Selection<br> Hangzhou Branch as a branch office of Golden Sun Selection in Hang Zhou, Zhejiang Province.<br> See “Item 4. INFORMATION ON THE COMPANY—b. Business Overview—Strategic<br> Transition into the Wellness Industry” for Golden Sun Selection and Selection Hangzhou<br> Branch’s business.
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On August 15, 2023, we incorporated Shanghai Jinheyu, a PRC limited liability company and a 51% owned subsidiary of Gongyu Education. See “Item 4. INFORMATION ON THE COMPANY—b. Business Overview—Strategic Transition into the Wellness Industry” for Shanghai Jinheyu’s business.

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On November 17, 2023 we incorporated Golden Sun Selection, a PRC limited liability company and a wholly owned subsidiary of Golden Sun Wenzhou. On December 21, 2023, we established Selection Hangzhou Branch as a branch office of Golden Sun Selection in Hang Zhou, Zhejiang Province. See “Item 4. INFORMATION ON THE COMPANY—b. Business Overview—Strategic Transition into the Wellness Industry” for Golden Sun Selection and Selection Hangzhou Branch’s business.

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The Reorganization

On September 1, 2021, the revised Implementing Regulation became effective. The revised Implementing Regulation prohibits private schools that provide compulsory education to be controlled by means of agreements or to enter into any transactions with any related parties. Until September 2021, the Company had controlled and received economic benefits from the VIEs, Ouhai Art School and Chongwen Middle School, two private schools that provide compulsory education, through a series of contractual arrangements (the “VIE Agreements”) to provide contractual exposure to foreign investment in Chinese-based companies, where Chinese law prohibits direct foreign investment in Chinese operating companies. In order to become compliant with the revised Implementing Regulation, in September 2021, the Company completed a reorganization to divest its operations of Ouhai Art School and Chongwen Middle School. Through the Reorganization, (1) the Company sold all of its shares in Golden Sun Shanghai (the entity that controls Chongwen Middle School through contractual arrangements); and (2) Golden Sun Wenzhou, one of the Company’s subsidiaries, terminated its VIE Agreements with Ouhai Art School. As a result of the foregoing, neither the Company nor any of its subsidiaries controls or receives economic benefits from any private schools that provide compulsory education, and, as of the date of this annual report, we believe the Company and its subsidiaries are compliant with the revised Implementing Regulation. All discussions in this annual report relating to the Company’s operation of Quhai Art School or Chongwen Middle School are provided for historical context only.

For the fiscal years ended September 30, 2021 and 2020, the revenues generated by the VIEs accounted for approximately 32% and 45% of our total revenue, respectively. The divestures of the VIEs, which represented a strategic shift that had a major effect on the Company’s operations and financial results, triggered discontinued operations accounting in accordance with ASC 205-20-45, and resulted in the VIEs being considered as discontinued operations. The assets and liabilities related to the discontinued operations were retroactively classified as assets/liabilities of discontinued operation in the consolidated financial statements for the periods presented, while results of operations related to the discontinued operations were retroactively reported as income (loss) from discontinued operations in the consolidated financial statements for the periods presented. Please refer to the financial statements included in this annual report for more details.

See “Item 3. KEY INFORMATION—Corporate Structure” for our latest corporate structure.

Corporate Information

Golden Sun Health Technology Group Limited, formerly known as Golden Sun Education Group Limited, or Golden Sun Cayman, was incorporated in the Cayman Islands on September 20, 2018. On September 26, 2023, the shareholders of the Company adopted a resolution to change the Company’s name to “Golden Sun Health Technology Group Limited”.

Our principal executive office is located at Room 503, Building C2, No. 1599, Xinjinqiao Road, Pudong New Area, Shanghai, China 200083. Our telephone number is +86-0577-56765303. Our registered office in the Cayman Islands is located at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205 Cayman Islands, and the phone number of our registered office is +1-345-769 9372. We maintain a corporate website at http://www.jtyjyjt.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this annual report.

The SEC maintains a website at www.sec.gov that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC using its EDGAR system.

B. Business Overview

Overview

We are not a Chinese operating company, but rather a holding company incorporated in the Cayman Islands. Our Class A ordinary shares are shares of our Cayman Islands holding company. As a holding company with no material operations of our own, we conduct our operations through our operating entities established in the PRC.

We are a provider of tutorial services in China. Established in 1997 and headquartered in Shanghai, China, we have over twenty years of experience providing educational services that focus on the development of each of our student’s strengths and potential, and the promotion of life-long skills and interests in learning. Our tutorial centers span over five locations across Wenzhou city in Zhejiang province, and Shanghai city, China. Our operation includes four tutorial centers for children and adults, one educational company that partners with high schools to offer language classes to their students, and one logistics company that provides logistic and consulting services. In 2023, we started implementing a strategic transition to expand into the wellness industry in China. Through our new wellness business initiatives, we are endeavoring to establish our own wellness brands and an e-commerce platform to promote and sell wellness products.

Our centers offer the following tutorial programs:

●	Xianjin<br> Technology offers various English and other foreign language tutorial programs and Gaokao<br> and Zhongkao repeater tutorial programs to individual students as well as companies and other<br> organizations.
●	Jicai<br> Tutorial offers non-English foreign language tutorial programs to individual students, companies<br> and other organizations.
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●	Zhouzhi<br> Tutorial offers non-English foreign language tutorial programs to individual students, companies<br> and other organizations.
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Our repeater tutorial program programs are specifically targeting the upcoming Gaokao or Zhongkao. As for foreign language tutoring, we offer English, Spanish, German, French and Japanese courses to students who intend to study abroad, individuals seeking jobs that require certain proficiency in these languages, and companies or organizations whose workers need to have certain proficiency in these languages.

In addition to tutorial programs offered by our tutorial centers, Qinshang Education, our China-based subsidiary established in December 2019, partners with selective high schools to provide non-English foreign language (Spanish and French as secondary language) tutoring services to high school students.

Since December 2019, we started generating a small percentage of our revenue from providing logistics, consulting, and catering services through Lilong Logistics. As of the date of this annual report, we have entered into four agreements with four customers, who are mostly Kindergartens.

Yangfushan Tutorial offers a Gaokao repeater tutorial program to high school students who retake Gaokao. Yangfushan Tutorial is also entrusted to offer high school program education to students of the Central Radio & Television Secondary Specialized School located in Wenzhou City, China.

For the fiscal years ended September 30, 2024, 2023, and 2022, the total revenue was approximately $10.2 million, $6.2 million, and $10.8 million, and the net loss was approximately $4.0 million, $5.8 million, and $2.1 million, respectively. For the same aforementioned periods, the revenue derived from tutorial services accounted for 57%, 88%, and 86% of the total revenue, respectively; the revenue derived from logistics and consulting services and others accounted for 5%, 12%, and 14% of the total revenue, respectively and the revenue derived from e-commerce and others accounted for 38%, nil, and nil of the total revenue, respectively. The increase in revenue was mainly due to an increase of approximately $3.9 million from e-commerce segment and an increase of approximately $0.1 million from education segment in the year ended September 30, 2024.

Our Tutorial Services

We operate tutorial centers through our China based subsidiaries. All of our tutorial centers are located in either Wenzhou city, Hangzhou city, Zhejiang province or Shanghai City in China. In December, 2019, we established Qinshang Education to offer non-English foreign language tutorial programs to students enrolled in the high schools we select and partner with throughout the PRC, or partner schools, with a focus on Spanish language.

The following table sets forth the basic information of our tutorial services as of December 31, 2024.

Name	Year<br><br> Opened /<br> Acquired	Type	Programs/<br> <br><br> Services<br> Offered
Yangfushan	2008/2018<br> (1)	Tutorial<br> center; operates as a Not-for-profit school	Gaokao<br> Repeater Tutorial Program	291	9	24
			Sub-total	291	9	24
Xianjin<br> Technology	2012/2019<br> (2)	Tutorial<br> center; operates as a company	Gaokao<br> Repeater Tutorial Program	63	3	17
			English<br> Program	314	49	20
			Non-English<br> foreign Language Program	100	15	10
			Sub-total	477	67	47
Jicai<br> (Hangzhou) Tutorial	2017/2019<br> (3)	Tutorial<br> center; operates as a For-profit school	Non-English<br> foreign Language Program	19	5	0
Zhouzhi<br> Tutorial	2012/2019<br> (4)	Tutorial<br> center; operated as a company	Non-English<br> foreign Language Program	941	370	16
			Sub-total	960	375	16
Qinshang	2019	Operated<br> as a company	Non-English<br> foreign Language Program	299	10	13
			Sub-total	299	10	13
Total				2,027	461	100
(1)	Yangfushan<br> Tutorial commenced operation in 2008. Mr. Weng acquired the school in 2008 and the school<br> was later acquired by the Company in 2018.
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(2)	Xianjin<br> Technology commenced operation in 2012 and was acquired by the Company in 2019. Hongkou Tutorial<br> ceased operation and transferred all of its existing business to Xianjin Technology on December<br> 31, 2021. In December 2024, Hongkou Tutorial resumed teaching operations.
(3)	Hangzhou<br> Jicai commenced operation in 2017, and were acquired by the Company in 2019.
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(4)	Zhouzhi<br> Tutorial is operated by Zhouzhi Culture, which commenced operation in 2012 and was acquired<br> by the Company in 2019. The Company’s former tutorial center, Shanghai Jicai, transferred<br> its business to Zhouzhi Culture in 2022.
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Our Tutorial Centers

We operate tutorial centers through our PRC subsidiary, Golden Sun Wenzhou and its subsidiaries. Each center offers different programs and serves different groups of students.

Yangfushan Tutorial is the only full-time school for Gaokao repeaters in Wenzhou city, China. Students of Yangfushan Tutorial are Gaokao repeaters who are not satisfied with their previous Gaokao result and desire to retake the annual Gaokao, in order to achieve a better result and to potentially get into a better university or college. Students of Yangfushan Tutorial are enrolled for one year to retake the curriculum of the senior year of high school. For the 2024/2023, 2023/2022 and 2022/2021 school years, 100% of our students were successfully admitted to a 4-year university or 3-year associate college programs, with approximately 90% admitted to 4-year universities and approximately 40% admitted to Key Universities in China.

Xianjin Technology and Jicai Tutorial are tutorial centers that offer various language courses and part-time Gaokao and Zhongkao repeater courses to individual students and corporate customers. Individual students and corporate customers typically sign up to take a specific course for a period of time. The repeater courses offered at Xianjin Technology saw a 89.5%, 94.3% and 94.2% admittance rate into high schools in the 2024/2023, 2023/2022 and 2022/2021 school years, respectively.

Jicai Tutorial and Zhouzhi Tutorial tutor students who sign up individually, and as a group by their employers or organizations. Jicai Tutorial and Zhouzhi Tutorial focus on non-English foreign language tutoring, as well as cultivating students’ interests in foreign languages.

Secondary Language Tutorial Services Provided to Partner-schools by Qinshang Education

With the acceleration of the globalization of Chinese companies, the needs for talents speaking a non-English foreign language has increased in recent years. In December 2019, we established Qinshang Education to offer secondary language tutorial services to students enrolled high schools we selectively partner with. Currently, we offer Spanish and French programs. This model allows us to utilize the partner-schools’ resources without having to own or lease land or space as teaching facilities or campus.

We are selective in identifying partner-schools. Typically, we look at a school’s track records and whether electing Spanish or another non-English secondary language as their second language in Gaokao would be beneficial to their students. Additionally, we prioritize those with over 1,500 students in each grade, to ensure sufficient enrollment.

As of December 31, 2024, Qinshang Education worked with 6 partner-schools serving approximately 299 students in 3 provinces in China.

Not-for-Profit/For-profit status

According to PRC laws and regulations, entities and individuals who establish private schools are commonly referred to as “sponsors” instead of “owners” or “shareholders.” The sponsors of private schools may establish non-profit or for-profit schools at their own discretion. However, they are not allowed to establish for-profit schools providing compulsory education. Please refer to “Regulations—Regulations Related to Private Education—2. Law for Promoting Private Education of PRC” for details of private school categories.

The main difference between a for-profit school and a not-for-profit school is whether the sponsor can obtain proceeds from school operations. The sponsor of a not-for-profit school shall not receive proceeds from school operations, and the cash surplus of the school shall be reinvested in the school for its operations. The sponsor of a for-profit school may receive proceeds from school operations, and the cash surplus of the school shall be disposed in accordance with the Company Law and other relevant laws and administrative regulations.

According to the Decision on Amending the Law for Promoting Private Education of the PRC (the “Decision”), amended in December 2018, forprofit private schools have the discretion to determine the fees to be charged by taking into consideration of various factors such as the school operating costs and market demand, and no prior approval from government authorities is required, while not-for-profit private schools shall collect fees, pursuant to the measures stipulated by the local PRC government authorities.

Yangfushan Tutorial and Hangzhou Jicai were established as private schools and are subject to the provisions of the 2016 Private Education Law, which became effective on September 1, 2017, requiring them to register their status as not-for-profit or for-profit. Yangfushan Tutorial was established as not-for-profit schools, while Hangzhou Jicai was established as a for-profit school. In December 2024, Hongkou Tutorial resumed teaching operation and classified as a not-for-profit school.

According to government regulations, in order to change a not-for-profit school to a for-profit school, the school’s property first needs to be liquidated, which would cause large scale disruptions to our schools. In March 2021, the Company made the decision not to reregister its existing not-for-profit schools as for-profit schools.

As of the date of this annual report, Zhouzhi Tutorial, Qinshang Education and Xianjin Technology operate as companies rather than private schools, and therefore do not need to be registered as for-profit or not-for-profit schools.

Our Tutorial Programs

Full-time Gaokao repeater tutorial program

Yangfushan Tutorial students are enrolled to retake the senior year of the high school program, in preparation of their retaking of Gaokao, which is a standardized annual admission test administered by local authorities at a provincial level, the result of which is critical in determining admission into undergraduate programs in universities in China. Students at Yangfushan Tutorial are offered courses for subjects that are required for Gaokao, i.e., three mandatory subjects (Chinese, math and foreign language), as well as three subjects of a student’s choosing from seven subjects (politics, geography, history, physics, chemistry, biology and technology).

Other Tutorial Programs

We offer other various tutorial programs, including a part-time Gaokao and Zhongkao repeater program, English as second language programs, such as the national English as a foreign language test courses, intermediate and advanced English interpretation courses, and business English courses, as well as non-English foreign language programs.

Our Students

We have operated in Wenzhou city and Shanghai for over twenty years. We believe that prospective students are attracted to our tutorial centers due to our brand name and the quality of our programs. The target students for our tutorial centers are Gaokao and Zhongkao repeaters, companies or organizations with training needs, as well as high schools with students who can benefit from our non-English foreign languages programs when participating in Gaokao.

We typically reach out to prospective students and their parents through WeChat, our website and physical flyers. We also rely on the referrals of our previous and existing students and their parents.

As of December 31, 2024, we had approximately 2,027 students across China in our tutorial programs and partner-schools.

Our Teachers

We seek to hire teachers and educational staff who hold the necessary academic credentials, are dedicated and active professionals in their fields, and are committed to improving their students’ performance. Typically, our teachers have 10-20 years of educational experience. As of December 31, 2024, approximately 41.25% of our teachers and educational staff held a master’s degrees or above, 58.3% held bachelor’s degrees.

Our teachers are hired based on classroom experience, educational background, expertise in their specific subject areas, communication skills and commitment to students and teaching. We expect teachers to have or develop excellent teaching skills, including the ability to mentor other teachers and develop innovative curriculums. They are also required to meet PRC regulatory requirements. We post descriptions of vacant positions on our website and social media to recruit teachers. We also recruit qualified graduates from reputable teaching universities and foreign language schools. We review official transcripts and resumes to evaluate a candidate’s academic achievement and work experience. Qualified candidates are interviewed, required to pass a written test and teach a mock class in front of a school’s hiring team. Once hired, a teacher is also expected to pass a probation period during which he or she can be evaluated regularly.

Newly hired teachers undergo a training program on teaching skills and techniques as well as the Company’s culture. We also provide continuing training to our teachers in areas such as ethics, lesson preparation, teaching skills, production efficiency, and teaching without a script. We typically provide our teachers with 1-10 days of ongoing training each year. We also arrange or encourage experienced teachers to mentor, assist, and provide guidance to newly hired teachers and regularly hold teaching research meetings and activities among teachers of the same subjects. Our teachers are regularly evaluated, both qualitatively, on their teaching skills, and quantitatively, on their students’ test scores, typically once every semester.

Our teachers’ compensation is based on their experience, education background, and the results of evaluations of their performance. We provide outstanding teachers with bonuses and other benefits and perks to incentivize them to stay, and those who do not meet our teaching standards are terminated.

Tuition Fees

For our tutorial centers, tuition fees vary depending on the type of programs or courses we offer. For the years ended September 30, 2024, 2023, and 2022, the average fee charged per students in tutorial programs amounted to $1,398, $733, and $1,175, respectively.

Logistic and consulting services and others

In December 2019, the Company established Lilong Logistics to provide logistic, consulting, and catering services to our affiliated schools. Revenue generated from logistic and consulting services and others amounted to $471,801, $709,424, and $1,535,446 for the years ended 2024, 2023 and 2022, respectively.

Marketing and Sales

We employ various methods in marketing our tutorial centers and our services. We take measures to increase word-of-mouth referrals, which have been key to bringing in new students and building our brands. In addition, we also advertise via our social media accounts (primarily WeChat) and our websites, and post advertisement posters on school campuses and other areas with high traffic of our target students, especially during student recruiting seasons.

*Referrals.*Word-of-mouth referrals by former and current students and their families have historically been a significant source of student enrollment. We actively work with our alumni and current students to encourage them to recommend our programs to potential students. We believe that our student enrollment will continue to benefit from referrals by our extensive network of alumni and families, many of whom have enjoyed satisfactory learning experiences and achieved their study goals at our schools and tutorial centers.

Socialmedia and traditional media advertising. We maintain several official accounts with the most used social media in China, WeChat, China’s largest social media mobile application and regularly post updates and news about our schools and tutorial centers on our official WeChat accounts. Currently, our 6 WeChat accounts have an aggregate of 4,973 followers. We also selectively post advertisement on university school campuses in their cafeteria and dormitory areas, as well as other areas with high traffic of our target students, such as newsstands.

Promotionalevents. From time to time, we organize in-person promotional and recruiting events so that prospective students and their parents can learn more about our tutorial centers, programs, teachers and services. Prospective students and their parents would be able to meet and interact with our teachers and staff, and ask questions about our tutorial centers.

Investment in Shanghai Daizong

To diversify our business and leverage our market position in the education industry, on May 10, 2023, Xianjin Technology entered into an equity transfer agreement to acquire nineteen percent (19%) of Shanghai Daizong for RMB 5,730,000 in cash. Shanghai Daizong is a PRC limited company that specializes in consultation services on study abroad and overseas cultural exchange events. As of September 30, 2024, based on the financial conditions and operating performances in Daizong, a full impairment loss of $794,178 was applied against this investment.

Strategic Transition in the Cultural Tourism Industry in 2024

In 2024, we started implementing a strategic transition to expand our operations into the cultural tourism industry in China. Through a joint venture named Shanghai Fuyang Cultural Tourism Development Co., Ltd., between our subsidiary Shanghai Golden Sun Gongyu Education Technology Co., Ltd., which invested 51% equity interest in the joint venture, and two individuals who bring profound academic backgrounds, we are endeavoring to establish our own cultural tourism platform that will further diversify the Company’s revenue streams while leveraging its years’ expertise in education technology to create synergies within the joint venture. We did not generate any revenue from our wellness business in fiscal year 2024.

Strategic Transition into the Wellness Industry in 2023

In 2023, we started implementing a strategic transition to expand our operations into the wellness industry in China. Through our new wellness business initiatives, we are endeavoring to establish our own wellness brands and an e-commerce platform that will be used to promote and sell wellness products. We did not generate material revenue from our wellness business in fiscal year 2024 and 2023.

White Tea Oral Health Products

Shanghai Jinheyu, our subsidiary established in 2023, has developed Fuding White Tea (福鼎白茶) brand white tea oral health products, which currently include toothpaste, mouth freshening spray, and mouthwash. These products contain Fuding white tea (a specialty white tea produced in Fuding City, a village in Fujian province, China) and other Chinese traditional medicines that are believed may have the ability to alleviate certain oral health problems, such as tooth decay and bad smelling breath. We have commissioned Suzhou Qingxin Health Technology Co., Ltd., a Chinese manufacturer of oral products, to produce our oral health products. In December 2023, we launched the Fuding White Tea oral health products on various e-commerce platforms in China, including JD.com, Taobao, Red (小红书), and Yundinghuo (云订货). In September 2023, we applied for trademarks for “Fuding White Tea (福鼎白茶)” and “Jinheyu (金合宇)”. In January 2024, we submitted patent applications to the China National Intellectual Property Administration for the three white tea oral health products.

E-commerce Livestreaming

In January 2024, our subsidiary, Golden Sun Selection, and its branch office, Selection Hangzhou Branch, launched a livestreaming channel on www.douyin.com. We currently market and sell selected healthy agricultural products, such as red beans, coix seeds, barley, brown sugar with ginger, on our livestreaming channel. Our service connects producers and consumers of healthy products, as well as promotes a healthy lifestyle to a targeted audience.

Investments in Wellness Businesses

In 2023, we made equity investments in three companies that operate in the Chinese wellness industry, including Zhejiang Kangyuan, Kaiye (Wenzhou), and Zhejiang Fuyouyuan.

On January 18, 2023, Wenzhou Lilong entered into an equity transfer agreement to acquire eighteen percent (18%) of Zhejiang Kangyuan’s equity shares for RMB 32.4 million in cash. Zhejiang Kangyuan is a PRC limited liability company, and its primary business is the production and sales of medical equipment, as well as the production and sales of non-medical masks.

On April 10, 2023, the Company entered into a share purchase agreement to purchase an approximate100% equity interest of Kaiye (Wenzhou) for a total consideration of US$5 million in cash, to be paid in three installments. Kaiye (Wenzhou) is a provider of a waterfront tourism project development. On September 20, 2023, the parties entered into a supplemental agreement to clarify certain terms under the share purchase agreement. As of the date of this annual report, the process of this acquisition has not completed yet.

On Feburary 23, 2023, Wenzhou Lilong entered into an equity transfer agreement to acquire ten percent (10%) of Zhejiang Fuyouyuan’s equity shares for RMB 2 million in cash. Zhejiang Fuyouyuan’s primary business includes health consultation services, health management services, and medical care services.

Facilities

We do not own any real estate properties, and currently lease properties with a total combined gross floor area and site area of approximately80,651 square feet in Wenzhou City Zhejiang province, and Shanghai City, from various non-related entities or grants of use from the local government.

The below table sets forth a summary of our facilities as of the date of this annual report:

No.	Entity	Lease (L)/ Own (O)	Lease Amount	Area	Location	Lease Term
1	Yangfushan<br> Tutorial	L	$41,208/year	GFA:<br> 24,980 sq ft	Ouhai District, Wenzhou City	Aug<br> 1, 2024-Apr 30, 2029
2	Xianjin<br> Technology	L	$4,445/month	GFA:<br> 2,121 sq ft	Hongkou District, Shanghai	Jan<br> 1, 2023- Dec 31, 2024
3	Xianjin<br> Technology	L	$2,969 /month	GFA:1,109<br> sq ft	Hongkou District, Shanghai	Sep<br> 1, 2024- Aug 31, 2025
4	Xianjin<br> Technology	L	$75,998 /year	GFA:<br> 2,731 sq ft	Pudong New District, Shanghai	Sep<br> 1, 2024- Aug 31, 2025
5	Golden<br> Sun Wenzhou	L	$16,483 /year	GFA:<br> 4,521 sq ft	Lucheng District, Wenzhou City	Oct<br> 1, 2024- Sep 30, 2025
6	Lilong<br> Logistics	L	Free	GFA:<br> 549 sq ft	Longwan District, Wenzhou City	Feb1,<br> 2024-Jan 31, 2029
7	Lilong<br> Logistics	L	$48,076/year	GFA:<br> 32,666 sq ft	Ouhai District, Wenzhou City	Aug<br> 1, 2024-Apr 30, 202
8	Gongyu<br> Education	L	$10,129/year	GFA:<br> 7,908 sq ft	Pudong New District, Shanghai	Apr1,<br> 2024- Mar 31, 2027
9	Shanghai<br> Fuyang	L	$1,163/month	GFA:<br> 726 sq ft	Yangpu District, Shanghai	Sep20,<br> 2024-Sep190, 2025
10	Golden<br> Sun Selection	L	$31,117/year Increase every year	GFA:3,340<br> sq ft	Binjiang District, Hangzhou City	Nov22,<br> 2024-Nov21, 2025

Our Golden Sun Wenzhou and Lilong Logistics locations are leased from the local government free of rent because of local government’s incentives programs for locations we lease. Except for one location that we pay rent based on frequency of use, all of our current leases contain priority renewal provisions which provide that we have the right of first refusal to renew the lease upon the expiration of the lease term. There is no renewal provision for two locations (Golden Sun Wenzhou and Lilong Logistics) that we are granted rights to use for free by the government. Upon the expiration of these grants, depending on the then operating situation of these locations, both for office use only, we may negotiate with the government for renewal or to move offices. We do not expect any material disruption to our operations for either option.

IntellectualProperty

As of the date of this annual report, we own 6 trademarks and we are currently applying for 2 trademarks with the Trademark Office of SAIC in China.

As of the date of this annual report, we are currently applying for 3 patents with the State Intellectual Property Office in China.

We own 7 copyrights to various textbooks that have been developed internally and provide a basis for improving the quality of our educational services. Our strategic plan calls for continued and extensive investment in maintaining and expanding these assets.

We have also registered 4 domain names with the China Internet Network Information Center.

To protect our intellectual properties, we rely on a combination of trademark, copyright and trade secret laws. From time to time, we are required to obtain licenses with respect to course materials owned by third parties for our educational services, in particular for our international program which requires foreign-language educational materials.

Competition

We believe that the competition in the non-English foreign language services market and the Gaokao repeater market is generally based on brands, student academic performance, parent satisfaction, quality of teachers, campus size, locations, cost of rent, and tuition fees. We expect competition to persist and intensify. We believe that we are able to compete effectively because of our strong brand recognition and track record. However, some of our existing and potential competitors, especially public schools, may have access to resources that we do not have, such as governmental support in forms of government subsidies and other payments or fee reductions. These competitors may devote greater resources, financial or otherwise, than we can to student recruitment, campus development and brand promotion and respond more quickly than we can to changes in student demands and market needs. See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Related to Our Business—We face intense competition in the PRC education sector, which could lead to adverse pricing pressure, reduced operating margins, loss of market share, departure of qualified teachers and increasing capital expenditure.”

Employees

We and our PRC operating entities had 217, 336, and 377 employees as of September 30, 2024, 2023, and 2022, respectively. As of December 31, 2024, we had 210 employees. The following table sets forth the numbers of our employees, categorized by function as of December 31, 2024.

	As of
	December 31,
	2024
Teachers		100
Cafeteria and dining hall<br> staff		11
Student living staff		4
Security and safety staff		3
Technology staff		25
Management<br> and Administrative staff		67
Total	****	210

As required by PRC laws and regulations, we participate in various employee social security plans for part of our employees that are administered by local governments, including housing, pension, medical insurance and unemployment insurance. We compensate our employees with basic salaries as well as performance-based bonuses. However, we did not make adequate social insurance and housing fund contributions for all employees as required by PRC regulations. None of our employees are represented by any collective bargaining arrangements, and we consider our relations with our employees to be good.

Seasonality

We do not experience impact of seasonality in our overall operations.

Legal Proceedings

From time to time, we are subject to legal proceedings, investigations and claims incidental to the conduct of our business. We are not currently a party to any legal proceeding or investigation which, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations.

Regulations

This section sets forth a summary of the principal PRC laws, regulations, and rules relevant to our business and operations in China.

Regulations Related to Private Education

1.	Education<br> Law of PRC

On March 18, 1995, the National People’s Congress of the PRC, enacted the Education Law of PRC, or the Education Law, which was amended on August 27, 2009 and further amended on December 27, 2015. The Education Law sets forth provisions relating to the fundamental education systems of the PRC, including a school education system comprising infant school education, primary education, secondary education and higher education, a system of nine-year compulsory education, a national education examination system, and a system of education certificates. The Education Law stipulates that the state shall encourage enterprises, institutions, mass associations, other social organizations and private citizens to establish schools and other educational institutions in accordance with the law.

2.	Law<br> for Promoting Private Education of PRC

On December 28, 2002, the Standing Committee of the National People’s Congress, promulgated the Law for Promoting Private Education of PRC, or the Law for Promoting Private Education and was later amended on December 29, 2018. Pursuant to the Law for Promoting Private Education, with regard to private schools, the State applies the principles of enthusiastic encouragement, vigorous support, correct guidance, and administration according to law. The sponsors of private schools may establish non-profit or for-profit private schools at their own discretion. However, they shall not establish for-profit private schools providing mandatory education. The sponsor of a non-profit private school shall not gain proceeds from school running, and the cash surplus of the school shall be used for school running. The sponsor of a for-profit private school may gain proceeds from school running, and the cash surplus of the school shall be disposed of in accordance with the Company Law and other relevant laws and administrative regulations. As of the date of this annual report, among all of tutorial centers registered as schools, Yangfushan Tutorial and Hongkou Tutorial are not-for-profit schools.

Furthermore, according to Article 38 of the Law for Promoting Private Education, the items and rates of fees to be charged by private schools shall be determined according to the cost of running a school, market demand and other factors and made available to the public. They are subject to the supervision by the relevant authority. The measures for the collection of fees by non-profit private schools shall be formulated by the governments of respective provinces, autonomous regions and centrally-administered municipalities; the charging criteria of for-profit private schools are subject to market conditions and shall be determined by the schools themselves.

3.	Implementation<br> Rules for the Law for Promoting Private Education of the PRC

On March 5, 2004, the PRC State Council promulgated the Implementation Rules for the Law for Promoting Private Education of the PRC (the “Implementing Regulation”). According to the Implementing Regulation, any social organizations or individuals, except the state governments, may run non-state schools of different types and levels, other than any specialized non-state schools engaging in military, police or political education, with non-state financial funds.

On April 7, 2021, the revised Implementing Regulation was promulgated, and became effective on September 1, 2021. The revised Implementing Regulation regulates the establishment, organization and operation of private schools, teachers and educators, assets and financial management of schools, etc. The Implementing Regulation prohibits foreign investment in private schools. In addition, Article 13 of the Implementing Regulation states that “No social organization or individual may, by means of merger, acquisition, agreement-based control, etc., control any private school that provides compulsory education or any non-profit private school that provides pre-school education”. Furthermore, the Implementing Regulation prohibits a private school that provides compulsory education to conduct any transactions with any interested related party. Regarding the organization and operation of private schools, the Implementing Regulation further stipulates that members of the board or other forms of decision making bodies of private schools that provide compulsory education, shall have the nationality of the People’s Republic of China and shall be appointed by the supervision and approval authority. In order to be compliant with the revised Implementing Regulation, the Company completed a Reorganization in September 2021 and divested the operations of two private schools through contractual arrangements. It is the opinion of our PRC counsel that the Company is currently compliant with the revised Implementing Regulation.

4.	Several<br> Opinions of the State Council on Encouraging the Operation of Education by Social Forces<br> and Promoting the Healthy Development of Private Education

On December 29, 2016, the State Council issued the Several Rules of the State Council on Encouraging the Operation of Education by Social Forces and Promoting the Healthy Development of Private Education (Guofa [2016] No. 81), which aims to ease the access to the operation of private schools and encourages social forces to enter the education industry. The rules also provide that each level of the PRC government shall increase their support for the private schools in terms of financial investment, financial support, funding policy, preferential tax treatments, land policies, fee policies, autonomy operation, protection of the rights of teachers and students, etc.

5.	Implementation<br> Regulations on Classification Registration of Private Schools

On December 30, 2016, the Ministry of Education (MOE), the Ministry of Civil Affairs (MCA), the State Administration for Industry and Commerce (currently known as the State Administration for Market Regulation) (SAIC), the Ministry of Human Resources and Social Security (MOHRSS), and the State Commission Office of Public Sectors Reform (SCOPSR) jointly issued the Implementation Rules on the Classification Registration of Private Schools (Jiaofa [2016] No. 19). If a private school established before promulgation of the Amendment chooses to register as a not-for-profit school, it shall amend its articles of association, continue its operation and complete the new registration process. If such private school chooses to register as a for-profit school, it shall conduct financial liquidation process, acquire the property rights of its assets such as lands, school buildings, and have its net balance examined by relevant government authorities. It shall also pay up relevant taxes, apply for a new Permit for Operating a Private School, re-register the for-profit school as a corporation and continue its operation. As of the date of this annual report, the Company has determined to register and keep the status of not-for-profit for all of our existing not-for-profit schools.

6.	Teachers<br> Law of the People’s Republic of China

On October 31, 1993, the standing Committee of the National People’s Congress promulgated the Teachers Law of the People’s Republic of China (“Teachers Law”), which became effective on January 1, 1994, and was amended on August 27, 2009. According to the Teachers Law, China institute a system of qualifications for teachers, the qualifications for teachers in primary and middle schools shall be evaluated and approved by the administrative departments of education under the local people’s governments at or above the county level. Besides, Schools and other institutions of education shall gradually institute a system of appointment for teachers. Appointment of teachers shall be based on the principle of equality between both parties. The school and the teacher shall sign an appointment contract defining each other’s rights, obligations and responsibilities.

7.	Local<br> Regulations related to Private Education in Shanghai

On March 31, 2022, the Shanghai Municipal Education Commission and other five authorities jointly issued the Implementation Measures for the Establishment and Management of Off - campus Training Institutions in Shanghai, or “the Implementation Measures”, which applies to academic training for students in the compulsory education stage and ordinary high school students, as well as cultural and artistic, sports, science and technology, and non-academic cultural knowledge training for primary and secondary school students and preschool children within the administrative area of Shanghai Municipality through online or offline means. Pursuant to the Implementation Measures, the establishment of off-campus training institutions shall meet the corresponding establishment standards, and the establishment standards are to be led by the corresponding industry regulatory authorities.

On December 26, 2017, local government of Shanghai issued Implementation Opinions on Promoting the Healthy Development of Private Education. This Implementation Opinions provide guidance for the development of local private education. For example, this Implementation Opinions (1) details the implementation of classified management for profit/non-profit institutions and designates multiple government departments to jointly promote this work; (2) details the tuition reform arrangements, and clarifies that the charging standards of for-profit private schools are determined by the schools themselves; (3) emphasizes that private schools should pay social insurance premiums and housing provident funds for teachers and staff in full in accordance with the law. Besides, this Implementation Opinions also arranged specific work in other areas and designated corresponding responsible government agencies.

8.	Local<br> Regulations related to Private Education in Zhejiang

In 2018, Zhejiang province completed the construction of a new policy system for private education, including an overall guideline issued by the Zhejiang provincial government and seven supporting specific regulations. On December 26, 2017, Zhejiang Provincial government issued the Implementation Opinions on Encouraging Social Forces to Set up Education and Promoting the Healthy Development of Private Education, which stipulated in principle the development of private education from 21 aspects, including the classified management of for-profit private schools and non-profit private schools. Corresponding to this, government agencies under the provincial government have specifically formulated seven supporting local rules, including “Implementation Measures for the Change of Registration Types of Existing Private Schools”, “Measures for the Financial Settlement of Private Schools”, “Implementation Measures for Public Finance to Support the Development of Private Education”, “Implementation Measures for the Implementation of the Autonomy of Private Schools”, “Implementation Measures for the Construction of the System of Faculty Development in Private Schools “, “Measures for Financial Management of Private Schools” and “Measures for Information Disclosure and Information Management of Private Schools.”

9.	Guideline<br> to Significantly Reduce the Excessive Burden of Homework and After-school Tutoring for Students<br> in Primary and Middle Schools (the “Guideline”)

The Guideline, jointly issued by the general offices of the Communist Party of China Central Committee and the State Council, was released on July 24, 2021. The Guideline mainly includes the following:

(1)	Primary<br> and middle schools shall reduce the amount and the difficulty of homework and offer after-school<br> service with activities such as homework tutoring, sports, arts, reading, hobbies, and other<br> extra-curricular activities.
(2)	Educational<br> departments should use national and local education teaching resource platforms and school<br> network platforms to provide students with high-quality educational resources and learning<br> resources covering all grades and subjects for free.
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(3)	Regulations<br> for the development of tutoring institutions, including: (a) tutoring institutions providing<br> after-school tutoring services on academic subjects in China’s compulsory education<br> system, or Academic AST Institutions, need to be registered as non-profit, no approval will<br> be granted to new Academic AST Institutions, and an approval mechanism will be adopted for<br> online Academic AST Institutions; (b) local government shall clarify the corresponding competent<br> authorities for the management of different types of tutoring institutions for nonacademic<br> course; (c) Academic AST Institutions are strictly prohibited from conducting capitalized<br> operations, including IPOs, accepting investment from listed companies whose investment funds<br> are from stock market financings, or sales of assets to listed companies; (d) foreign capital<br> is not allowed to control or participate in Academic AST Institutions through mergers and<br> acquisitions, entrusted operations, franchise chains, and the use of variable interest entities;<br> (e) tutoring institutions are not allowed to teach foreign education courses or content too<br> advanced for the school curriculum; (f) tutoring institutions cannot conduct academic course<br> training on weekends, national holidays or winter and summer vacations; (g) personnel providing<br> academic subject training services must have corresponding teacher qualifications, and the<br> teacher qualification information must be displayed in the tutoring institutions’ premises<br> or on their websites; (h) strictly control the excessive influx of capital into tutoring<br> institutions, the financing and fees of tutoring institutions should be mainly used for training<br> business operations; (i) unfair competition in the form of fictitious original prices, false<br> discounts, and false propaganda for the promotion of business are strictly prohibited, and<br> industry monopolies shall be resolutely investigated and dealt with in accordance with laws<br> and regulations; (j) online training should pay attention to protecting the eyesight of students<br> - each online session should be no more than 30 minutes, the interval between courses should<br> be no less than 10 minutes, and the training end time should be no later than 9pm; (k) online<br> tutoring institutions shall not provide and disseminate unhealthy learning methods such as<br> “photographic search for questions”; and (k) it is strictly forbidden to hire<br> foreign personnel who are not in China to carry out training activities.
(4)	Improve<br> the overall quality of education and accelerate the reduction of the education quality gap<br> between urban and rural areas, regions, and schools.
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(5)	Strengthen<br> the management of tutoring institutions advertisements. Mainstream media, new media, public<br> places, various billboards and online platforms in residential areas, etc. shall not publish<br> or broadcast tutoring institutions advertisements. Commercial advertising activities shall<br> not be carried out in primary and middle schools and kindergartens, and advertisements shall<br> not be published or disguised in disguised form using textbooks, auxiliary materials, exercise<br> books, stationery, teaching aids, school uniforms, school buses, etc.
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On July 28, 2021, to further clarify the scope of academic subjects provided by Academic AST Institutions in China’s compulsory education system, the PRC Ministry of Education issued the Notice. The Notice specifies that academic subjects include the following courses provided in accordance with the learning content of the national curriculum standards: Morality and Law, Chinese Language, History, Geography, Mathematics, foreign languages (English, Japanese, and Russian), Physics, Chemistry and Biology.

In accordance with the Guideline and the Notice, the Company currently assesses that its tutorial centers are not Academic AST Institutions that provide academic subjects in China’s compulsory education system. Yangfushan Tutorial offers Gaokao repeater tutorial program to high school students who retake Gaokao; Xianjin Technology offers various English and other foreign language tutorial programs and Gaokao and Zhongkao repeater tutorial programs; Jicai Tutorial offers non-English foreign language tutorial programs. Neither the Gaokao repeater tutorial program nor the Zhongkao repeater tutorial programs offer academic subjects included on the Notice, and the foreign language programs provided by Xianjin Technology and Jicai Tutorial are not provided in accordance with “learning content of the national curriculum standards”. To confirm its assessment, after the issuance of the Guideline, the Company contacted local government authorities and received verbal confirmation that its three tutorial institutions are not Academic AST Institutions and shall not be implicated by the restrictions in Paragraph 3 targeting Academic AST Institutions.

On November 22, 2023, the State Medical Products Administration issued the Provisions on the Management of Toothpaste Filing Materials, or “the Provisions”. The Provisions stipulates the materials to be submitted for the filing of toothpaste produced and sold in the territory of the PRC.

Regulations Relating to Toothpaste Production

On June 16, 2020, the State Council issued the Cosmetics Supervision and Administration Regulation (the “Cosmetics Regulation”). According to the Cosmetics Regulation, Cosmetics are classified into two categories: special cosmetics and ordinary cosmetics. The State Council exercises the registration administration on special cosmetics and record-filing administration on ordinary cosmetics. According to Art. 77 of the Cosmetics Regulation, toothpaste shall be administered by reference to the relevant provisions thereof on ordinary cosmetics.

On March 16, 2023, the State Administration for Market Regulation issued the Measures for the Supervision and Administration of Toothpaste (the “Toothpaste Measures”). According to the Toothpaste Measures, toothpaste is subject to the record-filing administration. The applicant for the record-filing of toothpaste is responsible for the quality safety and efficacy claims of toothpaste. The domestic toothpaste shall be filed for record with the drug regulator of the province, autonomous region or centrally administered municipality where the applicant is located prior to being marketed. Manufacturers of toothpaste shall, in accordance with the law, file an application with the drug regulator of the province, autonomous region or centrally administered municipality where it is located for a production permit. The record-filing parties and the entrusted manufacturers of toothpaste shall establish a production quality management system and organize the production in accordance with good manufacturing practices for cosmetics.

On September 22, 2023, the State Medical Products Administration issued the Announcement on Toothpaste Supervision and Filing. According to this announcement, toothpaste products already present in the market prior to the official implementation of the Cosmetics Regulation and the Toothpaste Measures are subject to simplified filing requirements if they have a proven safe usage history without any quality or safety incidents. From October 1, 2023 to November 30, 2023, toothpaste manufacturers can submit simplified information through the filing platform for these existing products. However, complete product filing information must be provided before December 1, 2025 for toothpaste with a first marketing date after January 1, 2021. The labeling requirements for simplified filings should comply with regulations related to cosmetics supervision and administration as well as toothpaste management. Only adjustments in label format are necessary for sales packaging labels that have already been listed; any updates to product labels should follow specified guidelines.

Regulations Relating to Pre-packaged Food

On February 28, 2009, the Food Safety Law of the People’s Republic of China (the “Food Safety Law”) was passed by the Standing Committee of the National People’s Congress. An updated version of this law came into effect on April 29, 2021. According to the provisions outlined in the Food Safety Law, China adopted a licensing system for food manufacturing, food sellers or catering services shall obtain a permit in accordance with the law. However, the sale of edible agricultural products and the sale of pre-packaged food only are not subject to a permit. Where only pre-packaged food is sold, it shall be filed with the local food safety regulatory department of the local people’s government at or above the county level for the record. Edible agricultural products refer to primary products derived from agriculture intended for consumption, whereas pre-packaged food refers to items that are packaged or made using specific materials or containers.

The quality and safety management of edible agricultural products must adhere to regulations stated in the Law of the People’s Republic of China on Quality and Safety of Agricultural Products. On matters related to marketing of edible agricultural products, formulation of relevant quality and safety standards, publication of pertinent safety information, as well as provisions concerning agricultural inputs specified in the Food Safety Law shall prevail. Sellers engaged in trading in edible agricultural products are required to establish an inspection record system for purchasing such goods and retain relevant certificates for a minimum period not less than six months.

Regulations Relating to Online Live Broadcast Sales

On August 31, 2018, the Standing Committee of the National People’s Congress issued the E-commerce Law of the People’s Republic of China (the “E-commerce Law”), which came into force on January 1, 2019. The E-commerce Law shall apply to e-commerce activities in the People’s Republic of China. E-commerce business operators engaging in business activities shall adhere to the principles of “voluntary participation, equality, fairness and integrity”, comply with laws and business ethics, participate in market competition fairly, perform the obligations of consumer rights protection, environmental protection, intellectual property protection, cyber security and protection of personal information, etc., undertake product and service quality responsibilities, and accept government and public supervision.

On March 15, 2021, the State Administration for Market Regulation issued Measures for the Supervision and Administration of Online Transactions, which took effect in May 1, 2021. According to the Measures, goods sold or services provided by online transaction operators shall meet the requirements for the protection of personal and property safety and the requirements for environmental protection, and online transaction operators shall not sell goods or provide services that are prohibited by law or administrative regulations, damage the national interest and public interest, or violate public order and good morals.

On April 23, 2021, the State Internet Information Office and seven other departments jointly issued the Network Broadcast Marketing Management Measures (Trial), which was implemented in May 25, 2021. According to such measures, operators of live studios and live-streaming marketing personnel engaging in online live-streaming marketing activities shall comply with laws, regulations and the relevant provisions of the State, follow public order and good customs, and truthfully, accurately and comprehensively release information on goods or services, and shall not commit any of the following acts: (1) violating Articles 6 and 7 of the Provisions on the Ecological Governance of Network Information Contents; (2) publicizing false or misleading information to cheat or mislead users; (3) marketing counterfeit or shoddy goods or goods that infringe upon intellectual property rights, or goods that fail to meet the requirements for personal and property safety; (4) fabricating or tampering with data relating to traffic, such as transactions, attention, number of views, number of comments, etc.; (5) making promotion or diversion for a person after any illegal or irregular act or act with high risks committed by the person is known or should have been known; (6) harassing, slandering, vilifying or intimidating others, or infringing upon the legitimate rights and interests of others; (7) pyramid marketing, fraud, gambling, or selling prohibited or controlled goods, etc.; and (8) other acts in violation of the laws, regulations and relevant provisions of the State.

RegulationsRelating to Travel Industry

On April 25, 2013, the Standing Committee of the National People’s Congress promulgated the Tourism Law of the PRC (Revised in 2018), provides that, to establish a travel agency, attract, organize and receive tourists, and provide tourism services shall obtain the approval from the tourism authorities, make the commercial registration, and meet specific requirements. Pursuant to the Regulations on Travel Agencies (Revised in 2020), and the Rules for the Implementation of the Regulations on Travel Agencies (Revised in 2016), “travel agency” refers to the business entities engaging in such activities as soliciting, organizing and receiving tourists, providing services related to tourism and conducting domestic travel business, inbound travel business or outbound travel business. A travel agency applying for domestic travel and inbound travel business shall have a registered capital of not less than 300,000 RMB and file an application to the competent authorities for the travel agency business license.

Our Cultural Tourism business caters primarily to travelers travelling in China. Our suppliers will provide services for the customers. Our suppliers are required to comply with all registrations and requirements for the issuance and maintenance of licenses required by the governing bodies, and to maintain all license fees and filings current. Therefore, we are not subject to People’s Republic of China (PRC) and other law and regulations, but our suppliers are subject to PRC and other law and regulations.

Regulations Relating to Foreign Investment

1. Foreign Investment Law of PRC

On March 15, 2019, the National People’s Congress approved the Foreign Investment Law of PRC, or the Foreign Investment Law, which replaces the Sino-foreign Joint Ventures Law of PRC, the Sino-foreign Cooperative Enterprises Law of PRC and the Foreign Investment Enterprise Law of PRC.

The Foreign Investment Law aims to further open up and expand the Chinese market, promote foreign investment and protect the legitimate rights and interests of foreign investors. The Foreign Investment Law defines the foreign investment as direct or indirect investment by foreign investors in China. It includes the following categories: (i) foreign investors alone or jointly with other investors establish a foreign investment enterprise in China; (ii) foreign investors acquire shares, equity, property shares or other similar rights and interests in Chinese domestic enterprises; (iii) foreign investors alone or jointly with other investors invest in new projects in China; and (iv)legal and administrative investment in other ways specified by regulations or the State Council.

The Foreign Investment Law stipulates the pre-access national treatment and negative list management system for foreign investment. Under the Pre-entry National Treatment, foreign investors enjoy at least the same level of market access to investment with domestic investors. The Negative List refers to the special administrative measures required by the government to implement foreign investment in certain industries. The Negative List stipulates that foreign investors are not allowed to invest in industries where investment is prohibited. The Negative List also stipulates industries where investment is restricted, and foreign investors should meet the relevant stipulated conditions. China grants national treatment to foreign investment outside of the negative list. The Negative List shall be approved by the State Council and published after approval.

The Foreign Investment Law stipulates that the PRC government shall not expropriate or requisition the investment of foreign investors, except under special circumstances in accordance with the existing law and regulations. In case of expropriation or requisition, statutory procedures shall be followed, and fair and reasonable compensation shall be made in a timely manner. Foreign investors may, according to the present law and regulations, freely remit into or out of China, in RMB or any other foreign currency, their capital contributions, profits, capital gains, income from asset disposal, intellectual property royalties, lawfully acquired compensation, indemnity or liquidation income, etc., within the territory of China. The PRC government shall protect the intellectual property of foreign investors and foreign-funded enterprises, as well as the legitimate rights and interests of intellectual property obligees and relevant obligations.

2.	Implementation<br> Regulations for the Foreign Investment Law of PRC

On December 26, 2019, the State Council promulgated the Implementation Regulations for the Foreign Investment Law of the People’s Republic of China, which stipulate implementation measures and detailed rules to ensure the effective implementation of the Foreign Investment Law.

3.	Special<br> Administrative Measures (Negative List) for Foreign Investment Access (Edition 2024)

On September 6, 2024, the Ministry of Commerce and the National Development and Reform Commission jointly promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access (Edition 2024). Negative List (Edition 2024) stimulates that pre-school education, ordinary high school and higher education institutions are subject to Sino-foreign cooperative education, and must be led by the Chinese Party (the president or the chief executive shall have Chinese nationality, and the Chinese Party shall comprise not less than half of the council, board or joint administrative committee).

It is prohibited to invest in mandatory education institutions or religious education institutions. Furthermore, training business is not on the Negative List (Edition 2024).

Regulations Related to Mergers and Acquisitions and Overseas Listings

On August 8, 2006, six PRC governmental and regulatory agencies, including MOFCOM and the China Securities Regulatory Commission, or the CSRC, promulgated the Rules on Acquisition of Domestic Enterprises by Foreign Investors, or the M&A Rules, governing the mergers and acquisitions of domestic enterprises by foreign investors that became effective on September 8, 2006, and was amended on June 22, 2009. The M&A Rules, among other things, requires that offshore SPVs that are controlled by PRC companies or individuals and that have been formed for overseas listing purposes through acquisitions of PRC domestic interest held by such PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which took effect on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of relevant applications or its completion of subsequent offerings. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.

The Trial Measures outline the circumstances where domestic companies are prohibited from offering and listing securities overseas, if such overseas offering and listing made by domestic companies (i) are explicitly prohibited by laws; (ii) may endanger national security as determined by relevant competent departments under the State Council; (iii) involve criminal offenses that disrupting PRC economy such as corruption, bribery, embezzlement, or misappropriation of property by such domestic company, the controlling shareholder, and/or actual controller in the recent three years; (iv) involve such domestic company in investigations for suspicion of criminal offenses or major violations of laws and regulations; or (v) involve material ownership disputes over the shares held by the controlling shareholder or by other shareholders that are controlled by the controlling shareholder and/or actual controller. We believe that our listing on Nasdaq does not fall under the circumstance that such overseas listing is prohibited by the Trial Measures.

On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the CSRC Notice, which, among others, clarifies that PRC domestic companies that have already been listed overseas before the effective date of the Trial Measures, which is March 31, 2023, shall be deemed to be “Existing Issuers”, and Existing Issuers are not required to complete the filing procedures with the CSRC immediately, and they shall be required to file with the CSRC for any subsequent offerings. We are an Existing Issuer, based on the foregoing, and we are not required to complete the filing procedures with the CSRC immediately, however, we shall be required to file with the CSRC for any subsequent offerings.

On February 24, 2023, the CSRC, together with the MOF, the National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions, which were issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009. The revised Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,” and came into effect on March 31, 2023, together with the Trial Measures. One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things, (i) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities, including securities companies, securities service providers, and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (ii) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities, including securities companies, securities service providers, and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. Any failure or perceived failure by our Company or our subsidiaries to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

The Trial Measures and the revised Provisions that issued by the PRC authorities may subject us to additional compliance requirements in the future. See “Risk Factors — Risks Related to Doing Business in China — The Trial Measures and the revised Provisions issued by the PRC authorities may subject us to additional compliance requirements in the future.”

Regulations Related to Intellectual Property Rights

1.	Trademarks

The SCNPC adopted The Trademark Law of PRC in 1982 and revised it in 1993, 2001, 2013 and 2019 respectively, with its implementation rules adopted in 2002 and revised in 2014 by the State Council. The PRC Trademark Office of the State Administration for Industry and Commerce, currently known as PRC State Intellectual Property Office of the State Administration for Market Regulation, or the Trademark Office, handles trademark registrations and grants a protection term of ten years to registered trademarks which may be renewed for consecutive ten-year periods upon request by the trademark owner. The PRC Trademark Law has adopted a ‘first-to-file’ principle with respect to trademark registration. Where a trademark for which a registration has been made is identical or similar to another trademark which has already been registered or been subject to a preliminary examination and approval for use on the same kind of or similar commodities or services, the application for registration of such trademark may be rejected. Any person applying for the registration of a trademark may not prejudice the existing right first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a ‘sufficient degree of reputation’ through such party’s use.

2.	Patents

The SCNPC adopted the Patent Law of PRC in 1984 and amended it in 1992, 2000, 2008, and 2020, respectively. A patentable invention or utility model must meet three conditions, namely novelty, inventiveness and practical applicability. A design patentable shall not fall under the existing designs, and no other entity has submitted an application for a same design prior to the filing date. Patents cannot be granted for scientific discoveries, rules and methods for intellectual activities, methods used to diagnose or treat diseases, animal and plant breeds, substances obtained by means of nuclear transformation or a design which has major marking effect on the patterns or colors of graphic print products or a combination of both patterns and colors. The Patent Office under the State Intellectual Property Office is responsible for receiving, examining and approving patent applications. A patent is valid for a twenty-year term for an invention and a ten-year term for a utility model and a fifteen-year term for a design, all starting from the application date. Except under certain specific circumstances provided by law, any third-party user must obtain consent or a proper license from the patent owner to use the patent, otherwise the use will constitute an infringement of the rights of the patent holder.

3.	Copyrights

The SCNPC adopted The Copyright Law of PRC in 1982 and revised it in 2001, 2010, and 2020, respectively. Work of Chinese citizens, legal persons or other organizations shall enjoy copyright pursuant to this Law regardless of whether they are published. Work shall shall refer to original intellectual achievements in the fields of literature, art and science which can be expressed in a certain form, including: (1) Written works; (2) Oral works; (3) Musical, dramatic, opera, dance, acrobatic artistic works; (4) Art, architectural works; (5) Photographic works;(6) Audio-visual works; (7) Graphic works and model works such as engineering design plan, product design plan, map, schematic diagram, etc.; (8) Computer software; and (9) Any other intellectual achievements which comply with the characteristics of the works. Persons who have committed the infringement acts shall bear civil liability to stop the infringement, eliminate the impact, make apologies, compensate losses, etc., in accordance with the circumstances.

4.	Domain Names

The Ministry of Industry and Information Technology promulgated the Administrative Measures on Internet Domain Names in 2017. Pursuant to such measures, the Ministry of Industry and Information Technology is in charge of the overall administration of domain names in China. Domain name registration services shall in principle implement “first apply first register”. A domain name applicant will become the domain name holder upon the completion of the application procedure.

Regulations Related to Employment

On June 29, 2007, the SCNPC, adopted the Labor Contract Law of PRC, or the Labor Contract Law, which became effective as of January 1, 2008 and was revised in 2012. The Labor Contract Law requires employers to enter into written contracts with their employees, restricts the use of temporary workers. Pursuant to the Labor Contract Law, employment contracts lawfully executed prior to the implementation of the Labor Contract Law and continuing as of the date of its implementation will continue to be performed. Where an employment relationship was established prior to the implementation of the Labor Contract Law but no written employment contract was concluded, a contract must be concluded within one month after the Labor Contract Law’s implementation. All PRC enterprises are generally required to implement a standard working time system of eight hours a day and forty hours a week, and if the implementation of such standard working time system is not appropriate due to the nature of the job or the characteristics of business operation, the enterprise may implement a flexible working time system or comprehensive working time system after obtaining approvals from the relevant authorities. According to the Social Insurance Law promulgated by SCNPC effective from July 1, 2011 (revised on December 29, 2018), Regulation of Insurance for Work-Related Injury, Provisional Measures on Insurance for Maternity of Employees, Regulation of Unemployment Insurance, Decision of the State Council on Setting Up Basic Medical Insurance System for Staff Members and Workers in Cities and Towns, Interim Regulation on the Collection and Payment of Social Insurance Premiums and Specification for Social Insurance Registration Service, an employer is required to contribute the social insurance for its employees in China, including the basic pension insurance, basic medical insurance, unemployment insurance, maternity insurance and injury insurance. Under the Regulations on the Administration of Housing Funds, promulgated by the State Council on April 3, 1999 and as amended on March 24, 2002, and March 24, 2019 respectively, an employer is required to make contributions to a housing fund for its employees. Our PRC operating entities participate in various employee social security plans for part of our employees that are administered by local governments, including housing, pension, medical insurance and unemployment insurance. Our PRC operating entities compensate our employees with basic salaries as well as performance-based bonuses. However, our PRC operating entities did not make adequate social insurance and housing fund contributions for all employees as required by PRC regulations. See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Related to Our Business—Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.”

Regulations Related to Foreign Exchange

From 2012, SAFE has promulgated several circulars to substantially amend and simplify the current foreign exchange procedure. Pursuant to these circulars, the opening of various special purpose foreign exchange accounts, the reinvestment of RMB proceeds by foreign investors in the PRC and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE. In addition, domestic companies are no longer limited to extend cross-border loans to their offshore subsidiaries but are also allowed to provide loans to their offshore parents and affiliates and multiple capital accounts for the same entity may be opened in different provinces. SAFE also promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents in May 2013, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches. In February 2015, SAFE promulgated SAFE Circular 13, which took effect on June 1, 2015. SAFE Circular 13 delegates the power to enforce the foreign exchange registration in connection with inbound and outbound direct investments under relevant SAFE rules from local branches of SAFE to banks, thereby further simplifying the foreign exchange registration procedures for inbound and outbound direct investments.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises (the “Circular 19”), effective on June 1, 2015, in replacement of SAFE Circular 142 (the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises. According to Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans or the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account (the “Circular 16”), effective on June 9, 2016, which reiterates some of the rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 or Circular 16 could result in administrative penalties. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-border Trade and Investment (the “Circular 28”), effective on October 23, 2019, which allows non-investment foreign-funded enterprises to make domestic equity investment with their capital funds in accordance with the law on the premise that the existing special administrative measures (negative list) for foreign investment access are not violated and the projects invested thereby in China are true and compliant.

On January 26, 2017, SAFE issued the Notice of State Administration of Foreign Exchange on Improving the Check of Authenticity and Compliance to Further Promote Foreign Exchange Control (the “SAFE Circular 3”), which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years’ losses before remitting the profits. Moreover, pursuant to SAFE Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment.

Under our current structure, our income will primarily derive from dividend payments from our subsidiaries in China. Even though we may remit the income outside of China, the fluctuation of exchange rate may be a disadvantage to us if RMB depreciates.

Regulations Related to Taxation

1. Enterprise Income Tax

On March 16, 2007, the National People’s Congress enacted the Enterprise Income Tax Law of PRC, or the Enterprise Income Tax Law, while the State Council promulgated the Implementing Rules of the Enterprise Income Tax Law of PRC, or the Implementing Rules on December 6, 2007, both of which became effective on January 1, 2008. The Enterprise Income Tax Law was further amended by SCNPC on February 24, 2017, which stimulates that corporate income tax shall be payable by a resident enterprise for income derived from or accruing in or outside China. Corporate income tax shall be payable by a non-resident enterprise, for income derived from or accruing in China by its office or premises established in China, and for income derived from or accruing outside China for which the established office or premises has a de facto relationship. The corporate income tax shall be at the rate of 25%. The applicable tax rate for income of a non-resident enterprise under the provisions of the third paragraph of Article 3 shall be 20%. Corporate income tax for qualified small profit enterprises shall be at a reduced tax rate of 20%. Corporate income tax for key advanced and new technology enterprises supported by the State shall be at a reduced tax rate of 15%. On the other hand, the State Administration of Taxation provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled offshore enterprise is located in China. Simply speaking, the criteria is more focused on substantive rather than format. Pursuant to its Circular 82 of 2009, the criteria to determine “de facto management body” include: (a) the senior management and core management departments in charge of its daily operations function have their presence mainly in the PRC; (b) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (c) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (d) more than half of the enterprise’s directors or senior management with voting rights habitually reside in the PRC. Furthermore, the SAT published Bulletin 45 in September 2011, which provides more guidance on the implementation of the definition and provides for procedures and administration details on determining resident status and administration on post-determination matters. However, the SAT Circular 82 and Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups rather than those controlled by PRC individuals or foreign individuals. So far there is no further criteria passed yet and no applicable legal precedents either, therefore it remains unclear how the PRC tax authorities will determine the PRC tax resident treatment of a foreign company controlled by individuals. Under these existing criteria, it is possible that we will be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. If so, it would likely result in unfavorable tax consequences to our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment. Please see “Item 3. KEY INFORMATION—D. Risk Factors—Risks Relating to Doing Business in the PRC—Under the EIT Law, we may be classified as a ‘resident enterprise’ of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders.” for more details.

On August 21, 2006, China and Hong Kong SAR signed the Arrangement between Mainland China and Hong Kong SAR concerning Avoiding Double Taxation and Preventing Tax Evasion on Income. When a Chinese company distributes dividends to Hong Kong residents (beneficiary owners of dividends), if the recipient directly owns at least 25% of the equity interest in the above-mentioned Chinese company, the Chinese withholding tax rate is 5%, otherwise it is 10%.

On October 14, 2019, the State Administration of Taxation promulgated the Announcement of State Taxation Administration on Promulgation of the Administrative Measures on Non-resident Taxpayers Enjoying Treaty Benefits, which stimulate that non-resident taxpayers claiming treaty benefits shall be handled in accordance with the principles of “self-assessment, claiming benefits, retention of the relevant materials for future inspection”. Where a non-resident taxpayer self-assesses and concludes that it satisfies the criteria for claiming treaty benefits, it may enjoy treaty benefits at the time of tax declaration or at the time of withholding through the withholding agent, simultaneously gather and retain the relevant materials pursuant to the provisions of these Measures for future inspection, and accept follow-up administration by the tax authorities.

2. Value-Added Tax

On December 13, 1993, the State Council promulgated the Provisional Regulations on Value-added Tax (VAT) of PRC and revised on November 10, 2008, February 6, 2016, and November 19, 2017. On December 25, 1993, the Ministry of Finance promulgated the Implementation Rules for the Provisional Regulations on Value-added Tax of PRC, which were revised on December 15, 2008 and October 28, 2011. The organizations and individuals engaging in sale of goods or processing, repair and assembly services, sale of services, intangible assets, immovables and importation of goods in the People’s Republic of China shall be taxpayers of VAT, and shall pay VAT pursuant to these Regulations.

On November 16, 2011, the Ministry of Finance and the State Administration of Taxation promulgated the Pilot Plan for Imposition of Value-Added Tax to Replace Business Tax. On March 23, 2016, the Ministry of Finance and the State Administration of Taxation further promulgated the Notice on Fully Promoting the Pilot Plan for Replacing Business Tax by Value-Added Tax, which stimulate that the income from the provision of educational services that is exempt from VAT refers to the income from the provision of academic education services for students participating in the government-designated enrollment plan, including tuition, accommodation, teaching materials, and textbook fees that have been inspected and approved by relevant government agencies and collected in accordance with prescribed standards And examination registration fees, as well as income from catering expenses provided by the school cafeteria. In addition to the above income, the sponsorship fees and school selection fees collected by the school in any name are subject to VAT.

Regulations Related to PRC Company

The Company Law of PRC, or the Company Law was promulgated on December 29, 1993 and revised on December 25, 1999, August 28, 2004, October 27, 2005, December 28, 2013, October 26, 2018, and December 29, 2023, respectively. According to the Company Law, companies are generally divided into two categories: limited liability companies and joint stock limited companies. The Company Law also applies to foreign-invested limited liability companies, but if other relevant laws on foreign investment provide otherwise, those provisions shall be adopted. The Company Law revised in 2023 provides that the registered capital subscribed for by all the shareholders shall, according to the articles of association, be fully paid up by the shareholders within 5 years as of the date of establishment, unless otherwise provided by laws and regulations. On July 1, 2024, the State Council promulgated the Provisions of the State Council on Implementation of the Registered Capital Management System under the Company Law of the PRC. Pursuant to the Provisions, for a company registered for incorporation before June 30, 2024, if the remaining capital contribution period of a limited liability company exceeds five years as from July 1, 2027, the company shall adjust the remaining capital contribution period to five years by June 30, 2027, and record the same in its articles of association.

Regulations Related to Property

On March 16, 2007, the National People’s Congress promulgated the Property Law of PRC, or the Property Law, which forbids schools, kindergartens, hospitals and other public institutions and social organizations to mortgage educational facilities, medical and health facilities and other public welfare facilities.

On May 28, 2020, the National People’s Congress promulgated the Civil Code of PRC, or the Civil Code, which will become effective on January 1, 2021. The Civil Code merged and replaced a series of special laws in the field of civil law, including the Property Law. The Civil Code stipulates that non-profit legal persons established for public welfare purposes, such as schools, kindergartens, and medical institutions, shall not mortgage their educational facilities, medical and health facilities and other public welfare facilities. In practice, the Civil Code limits the ban on property mortgages to non-profit private schools. However, since the Civil Code is newly promulgated, its interpretation and implementation may be open to change.

Regulations Related to Dividend Distribution

The principal regulations governing the distribution of dividends paid by WFOEs include the PRC Company Law. Under the PRC Company Law, WFOEs in China may pay dividends only out of their accumulated profits, if any, as determined in accordance with the PRC accounting standards and regulations. In addition, a WFOE in China is required to set aside at least 10% of its after-tax profits based on PRC accounting standards each year to its general reserves until its cumulative total reserve funds reaches 50% of its registered capital. These reserve funds, however, may not be distributed as cash dividends.

Regulations Related to Foreign Exchange Registration of Offshore Investment by PRC Residents

In July 2014, SAFE issued SAFE Circular 37, which regulates foreign exchange matters in relation to the use of SPVs by PRC residents or entities to seek offshore investment and financing or conduct round trip investment in China. Under SAFE Circular 37, an SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or entities for the purpose of seeking offshore financing or making offshore investment, using legitimate domestic or offshore assets or interests, while “round trip investment” refers to the direct investment in China by PRC residents or entities through SPVs, namely, establishing foreign-invested enterprises (namely, Golden Sun Wenzhou) to obtain the ownership, control rights, and management rights of Ouhai Art School. Circular 37 requires that, before making contributions to an SPV, PRC residents or entities are required to complete foreign exchange registration with SAFE or its local branch.

In February 2015, SAFE promulgated SAFE Notice 13. SAFE Notice 13 has amended SAFE Circular 37 by requiring PRC residents or entities to register with qualified banks instead of SAFE or its local branch in connection with their establishment of an SPV.

In addition, pursuant to SAFE Circular 37, an amendment to registration or subsequent filing with qualified banks by such PRC resident is also required if there is a material change with respect to the capital of the offshore company, such as any change of basic information (including change of such PRC residents, change of name, and operation term of the SPV), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions. Failure to comply with these registration requirements as set forth in SAFE Circular 37 and SAFE Notice 13, and misrepresentation on or failure to disclose controllers of foreign-invested enterprises that are established by round-trip investment may result in bans on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliates, and may also subject relevant PRC residents to penalties under the Foreign Exchange Administration Regulations of the PRC.

Our major shareholders who are subject to the SAFE Circular 37 have completed the initial registrations with the qualified banks as required by SAFE Circular 37.

Regulations Related to Foreign Debt

As an offshore holding company, we may make additional capital contributions to Golden Sun Wenzhou subject to approval from the local department of commerce and SAFE, with no limitation on the amount of capital contributions. We may also make loans to Golden Sun Wenzhou subject to the approval from SAFE or its local office and the limitation on the amount of loans.

By means of making loans, Golden Sun Wenzhou is subject to the relevant PRC laws and regulation relating to foreign debts. On January 8, 2003, the NDRC, SAFE, and Ministry of Finance, or “MOF,” jointly promulgated the Circular on the Interim Provisions onthe Management of Foreign Debts, or the “Foreign Debts Provisions,” which became effective on March 1, 2003, and revised in 2022. Pursuant to the Foreign Debts Provisions, the total amount of foreign loans received by a foreign-invested enterprise shall not exceed the difference between the total investment in projects as approved by the MOFCOM or its local counterpart and the amount of registered capital of such foreign-invested enterprise. In addition, on January 12, 2017, the People’s Bank of China, or the “PBOC”, issued the PBOC Circular 9, which sets out the statutory upper limit on the foreign debts for PRC non-financial entities, including both foreign-invested enterprises and domestic-invested enterprises. Pursuant to the PBOC Circular 9, the foreign debt upper limit for both foreign-invested enterprises and domestic-invested enterprises is calculated as twice the net assets of such enterprises. As to net assets, the enterprises shall take the net assets value stated in their latest audited financial statements.

The PBOC Circular 9 does not supersede the Foreign Debts Provisions, but rather serve as a supplement to it. It provides a one-year transitional period from January 11, 2017 for foreign-invested enterprises, during which foreign-invested enterprises, such as Golden Sun Wenzhou, could adopt their calculation method of foreign debt upper limit based on either the Foreign Debts Provisions or the PBOC Circular 9. The transitional period ended on January 11, 2018. Upon its expiry, pursuant to the PBOC Circular 9, the PBOC and SAFE shall re-evaluate the calculation method for foreign-invested enterprises and determine what the applicable calculation method should be. As of the date of this annual report, neither the PBOC nor SAFE has promulgated and made public any further rules, regulations, notices, or circulars in this regard.

See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Relating to Doing Business in the PRC—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using proceeds from our future financing activities to make loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

Regulations Related to Social Welfare

Under the Social Insurance Law of the PRC that was promulgated by the SCNPC on October 28, 2010 and came into force as of July 1, 2011, and most recently amended on December 29, 2018, together with other laws and regulations, employers are required to pay basic pension insurance, unemployment insurance, basic medical insurance, employment injury insurance, maternity insurance, and other social insurance for its employees at specified percentages of the salaries of the employees, up to a maximum amount specified by the local government regulations from time to time. On July 20, 2018, the General Office of the State Council issued the Plan for Reforming the State andLocal Tax Collection and Administration Systems, which stipulated that the SAT will become solely responsible for collecting social insurance premiums. When an employer fails to fully pay social insurance premiums, relevant social insurance collection agency shall order it to make up for any shortfall within a prescribed time limit, and may impose a late payment fee at the rate of 0.05% per day of the outstanding amount from the due date. If such employer still fails to make up for the shortfalls within the prescribed time limit, the relevant administrative authorities shall impose a fine of one to three times the outstanding amount upon such employer.

In accordance with the Regulations on the Management of Housing Fund which was promulgated by the State Council in 1999 and most recently amended in 2019, employers must register at the designated administrative centers and open bank accounts for depositing employees’ housing funds. Employer and employee are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average salary of the employee in the preceding year in full and on time.

As of the date of this annual report, our PRC subsidiaries have not paid the social insurance and housing funds for our employees in full and could be required to pay outstanding contributions and penalties. See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Related to Our Business—Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties*.*”

C.	Organizational<br> Structure

See “Item 3. KEY INFORMATION—Corporate Structure.”

D.	Property,<br> Plants and Equipment

See “Item 4. INFORMATION ON THE COMPANY—B. Business Overview—Facilities.”

Item 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report. This annual report contains forward-looking statements. In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.

Overview

We are an exempted company incorporated in the Cayman Islands that serves as a holding company with no material operations of our own. As a holding company, we conduct operations in the PRC through our operating subsidiaries which are incorporated in the PRC. We are a provider of non-English foreign language tutorial services, with a primary focus on the Spanish language, in China. Established in 1997 and headquartered in Shanghai, China, we have over twenty years of experience providing educational services that focus on the development of each of our student’s strengths and potential, and the promotion of life-long skills and interests in learning. As previously reported in our annual report on Form 20-F for the fiscal year ended September 30, 2023, in 2023 we initiated a strategic expansion and transition into the wellness industry and the e-commerce space in China. Our new business initiatives aim to establish our own wellness brands and develop an e-commerce platform to promote and sell wellness products. As part of this expansion, the Company established a wholly-owned subsidiary, Zhejiang Golden Sun Selection Technology Co., Ltd on November 17, 2023. In fiscal year ended September 30, 2024, we have further expanded our operations by entering the cultural tourism industry.

During the year ended September 30, 2024 (“fiscal year 2024”), our revenue increased by approximately 65%, to approximately $10.2 million from approximately $6.2 million for the year ended September 30, 2023 (“fiscal year 2023”). In fiscal year 2024, our net loss decreased by approximately $1.8 million to approximately $4.0 million from approximately $5.8 million in fiscal year 2023. The increased revenue is primarily attributable to the increased revenue from e-commerce segment. The decrease in net loss was due to increased revenue and decreased operating expenses.

FactorsAffecting Our Results of Operations

We believe the most significant factors that affect our business and results of operations include the following:

●	The<br> number of students enrolled is largely driven by the demand for our tutorial programs, our reputation and brand recognition and our<br> ability to improve the variety and quality of the programs we offer.
●	Pricing<br> of our tuition fees is affected by the tuition policy set by governments. Article 38 of the Law for Promoting Private Education stipulates<br> that the items and rates of fees to be charged by private schools shall be determined based on the cost of running a school, market<br> demands and other relevant factors, and must be made available to the public. Tuition and fee rates for private schools are subject<br> to supervision by the relevant authorities. Provincial governments, autonomous regions governments and centrally-administered municipalities<br> set guidelines on fees for not-for-profit schools. The tuition criteria of for-profit private schools are subject to market conditions<br> and shall be determined by the schools themselves. Currently, fees for our not-for-profit schools are determined by the school and<br> filed with the relevant authorities for its supervision, while fees for our for-profit schools are primarily based on demand for<br> our courses, the targeted market for our courses and fees charged by our competitors for the same or similar courses.
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●	Our<br> ability to manage our cost of revenues directly affects our profitability. Our cost of revenues mainly consists of labor costs, which<br> are compensation for our teachers and educational staff, student-related costs, depreciation expenses and lease payment for our schools<br> and tutorial centers.
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●	In<br> 2023, we started implementing a strategic transition to expand into the wellness and e-commerce industry in China. In late 2023,<br> we also entered the e-commerce industry. Our ability to execute the new growth strategy will affect our future results.

Risksand Uncertainties

We have substantial operations in China through our PRC subsidiaries. Accordingly, our business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. Our results may be adversely affected by changes in the political, regulatory, and social conditions in the PRC. While we believe that the Company is in compliance with existing laws and regulations, this compliance may not be indicative of future results. Additionally, our business, financial condition, and results of operations may be negatively impacted by various risks including, but not limited to, regional wars, geopolitical tensions, natural disasters, extreme weather conditions, health epidemics, and other catastrophic incidents. These events could potentially and significantly disrupt our operations. Management continuously monitors these risks and uncertainties and strives to mitigate their potential impact through strategic planning and operational adjustments.

Resultsof Operations

Forthe fiscal years ended September 30, 2024 and 2023

Revenue

The following table sets forth the breakdown of our revenue for the periods presented:

	For<br> the fiscal years ended September 30,
	2024					2023
Revenue<br> by type	Amount		%<br> <br> of total<br> revenue			Amount		%<br> <br> of total<br> revenue			Change			%<br><br> Change
Tutorial<br> services	$	5,825,005		57	%	$	5,446,169		88	%	$	378,836			7	%
Logistic,<br> consulting services and others		471,801		5	%		709,424		12	%		(237,623	)		(33	)%
E-commerce<br> services		3,862,214		38	%		-		-	%		3,862,214			-	%
Total<br> revenue	$	10,159,020		100	%	$	6,155,593		100	%	$	4,003,427			65	%

Revenue increased by approximately $4.0 million, or 65%, to approximately $10.2 million in fiscal year 2024, from approximately $6.2 million in fiscal year 2023. The increase in revenue was mainly due to an increase of approximately $3.9 million from e-commerce segment and an increase of approximately $0.1 million from education segment in the year ended September 30, 2024.

Educationsegment

Tutorialservices

Our tutorial services revenue increased by approximately $0.4 million, or 7%, to approximately $5.8 million in fiscal year 2024, from approximately $5.4 million in fiscal year 2023. Our average revenue recognized per student increased by $665 from $733 per student in fiscal year 2023 to $1,398 per student in fiscal year 2024. The total number of student enrollment in our tutorial programs decreased by 3,263 from an aggregate of 7,430 students in fiscal year 2023 to an aggregate of 4,167 students in fiscal year 2024.

Logisticand consulting services and others

Logistic and consulting services and others revenue decreased by approximately $0.2 million, or 33%, to approximately $0.5 million in fiscal year 2024, from approximately $0.7 million in fiscal year 2023. The decrease was mainly due to a decrease in our consulting and catering services offered to our affiliated schools, mainly as a result of the decreased demand for such services.

E-commercesegment

Beginning in November 2023, we started providing e-commerce service and related products on e-commerce platforms, which has generated approximately $3.9 million in revenue. We expect to generate more revenue from e-commerce segment.

Costof Revenues

Cost of revenues increased by approximately $3.4 million, or 79%, to approximately $7.8 million in fiscal year 2024, from approximately $4.4 million in fiscal year 2023. The increase in cost of revenues in fiscal year 2024 was mainly due to an increase of approximately $4.1 million cost of revenue from e-commerce segment, offset by a decrease of approximately $0.7 million labor cost from education segment as a result of personnel optimization in fiscal year 2024.

Grossprofit

Gross profit increased by approximately $0.6 million, or 32%, to approximately $2.4 million in fiscal year 2024, from approximately $1.8 million in fiscal year 2023. The increase in gross profit was mainly due to an increase of approximately $0.8 million from education segment. Gross margin for education segment and e-commerce segment were 41% and negative 6% in fiscal year 2024, respectively, as compared to 29% and nil in fiscal year 2023, respectively. We just initiated e-commerce business in the later fiscal year 2023 and are expanding such business with negative gross margin in fiscal year 2024.

OperatingExpenses

	For<br> the fiscal years ended September 30,
	2024					2023
	Amount		%<br> <br> of revenue			Amount		%<br><br> of revenue			Change			%<br><br> Change
Selling<br> expenses	$	762,451		8	%	$	1,102,019		18	%	$	(339,568	)		(31	)%
General<br> and administrative expenses		4,163,160		41	%		6,828,120		111	%		(2,664,960	)		(39	)%
Total	$	4,925,611		49	%	$	7,930,139		129	%	$	(3,004,528	)		(38	)%

Total operating expenses decreased by approximately $3.0 million, or 38%, to approximately $4.9 million in fiscal year 2024, from approximately $7.9 million in fiscal year 2023. The decrease in operating expenses was mainly due to a decrease of approximately $2.7 million in general and administrative expenses and a decrease of $0.3 million in selling expenses in fiscal year 2024.

Sellingexpenses

Selling expenses decreased by approximately $0.3 million, or 31%, to approximately $0.8 million in fiscal year 2024, from approximately $1.1 million in fiscal year 2023. The decrease in selling expenses was mainly due to a decrease in commissions to partner schools of approximately $0.3 million in fiscal year 2024.

Generaland administrative expenses

General and administrative expenses decreased by approximately $2.7 million, or 39%, to approximately $4.2 million in fiscal year 2024, from approximately $6.8 million in fiscal year 2023. The decrease in general and administrative expenses was mainly driven by a decrease of approximately $1.8 million in stock-based compensation and a decrease of approximately $0.6 million in employee expense in fiscal year 2024. As a percentage of revenues, general and administrative expenses represented approximately 41% and 111% of our total revenues in fiscal year 2024 and 2023, respectively.

Interestexpense, net

Our net interest expense decreased by approximately $0.1 million, or 27%, to approximately $0.2 million in fiscal year 2024, from approximately $0.3 million in fiscal years 2023. The decrease was mainly attributable to the decrease of the average interest rate in fiscal year 2024.

Investmentloss

Our investment loss increased by approximately $0.8 million, or 4,228%, to approximately $0.8 million in fiscal year 2024, from approximately $0.02 million in fiscal years 2023. The investment loss was primarily attributable to an impairment loss of $0.8 million in the long-term investments in fiscal year 2024.

Other(expense) income, net

Our other expense amounted to approximately $0.3 million in fiscal year 2024, which mainly consisted of compensation expenses to customers and loss on disposition of property and equipment. Other income amounted to approximately $0.8 million in fiscal year 2023, which mainly consisted of government subsidies.

Lossbefore income taxes

Loss before income tax decreased by approximately $1.7 million, or 30%, to approximately $4.0 million in fiscal year 2024, from approximately $5.6 million in fiscal year 2023. The decrease was primarily attributable to lower operating expenses offset by increased other expense in fiscal year 2024, as stated above.

Provisionfor income taxes

Income tax provision amounted to approximately $0.02 million in fiscal year 2024. The income tax expenses were generated by our several profitable subsidiaries, including Yangfushan Tutorial and Hangzhou Jicai. We incurred a sizable loss in Golden Sun Selection, Xianjin Technology, and Qinshang Education; we also incurred loss in Golden Sun Wenzhou, Lilong Logistics, and Golden Sun Hong Kong subsidiaries. However, these losses can’t be used to offset the profits of other subsidiaries. As a result, despite experiencing a loss on a consolidated level, we still incurred income tax expenses.

Under the Enterprise Income Tax (“EIT”) Law of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on a case-by-case basis. All our PRC subsidiaries are qualified as small and micro enterprises for the year ended September 30, 2024, thus, the preferential effective tax rates of 2.5%-5% are applied to these entities.

Netloss

Our net loss decreased by approximately $1.8 million, or 31%, to approximately $4.0 million in fiscal year 2024, from approximately $5.8 million in fiscal year 2023.

Forthe fiscal years ended September 30, 2023 and 2022

Impact of COVID-19

On December 7, 2022, China announced ten new rules that constituted a relaxation of almost all of its initially stringent COVID-19 pandemic control measures. While such action effectively reopened businesses within China, the COVID-19 infection rate peaked in December 2022 and had a material negative impact on the Company’s tutorial business. In fiscal year 2023, we experienced decreased market demand for our services, as the Chinese economy gradually recovered from the negative impact of the COVID-19 pandemic. Our revenue from our continuing operations decreased by approximately $4.7 million, or 43%, to approximately $6.2 million in fiscal year 2023, from approximately $10.8 million in fiscal year 2022. Our net loss from our continuing operations increased by approximately $3.7 million, or 173%, in fiscal year 2023, from approximately $2.1 million in fiscal year 2022.

The extent of the impact on the Company’s future financial results will be dependent on future developments, such as the length and severity of the COVID-19 pandemic, the potential of resurgence, future government actions in response to the crisis and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain uncertain and unpredictable. Given this uncertainty, the Company is currently unable to quantify the expected impact of the COVID-19 pandemic on its future operations, financial condition, liquidity and results of operations if the current situation continues.

Revenue

We, through our China based subsidiaries, generate revenues from our continuing operations through the following main sources: (i) tutorial services and (ii) logistic, consulting services and others. The following table sets forth the breakdown of our revenue for the periods presented:

	For<br> the fiscal years ended September 30,
	2023					2022
Revenue<br> by type	Amount		%<br> <br> of total<br> revenue			Amount		%<br> <br> of total<br> revenue			Change			%<br><br> Change
Tutorial<br> services	$	5,446,169		88	%	$	9,279,210		86	%	$	(3,833,041	)		(41	)%
Logistic,<br> consulting services and others		709,424		12	%		1,535,446		14	%		(826,022	)		(54	)%
Total<br> revenue	$	6,155,593		100	%	$	10,814,656		100	%	$	(4,659,063	)		(43	)%

Revenue decreased by approximately $4.7 million, or 43%, to approximately $6.2 million in fiscal year 2023 from approximately $10.8 million in fiscal year 2022. The decrease in revenue was mainly due to a decrease of approximately $3.8 million in tutorial service revenue in fiscal year 2023.

Tutorialservices

Our tutorial services revenue decreased by approximately $3.8 million, or 41%, to approximately $5.4 million in fiscal year 2023, from approximately $9.3 million in fiscal year 2022. The total number of student enrollment in our tutorial programs decreased by 470 from an aggregate of 7,900 students in fiscal year 2022 to an aggregate of 7,430 students in fiscal year 2023. Our average revenue recognized per student decreased by $442 from $1,175 per student in fiscal year 2022 to $733 per student in fiscal year 2023. The revenue decrease was due to sluggish market demand for our services as the Chinese economy gradually recovered from the negative impact of the COVID-19 pandemic after the Chinese government relaxed its “Zero-COVID Policy” in December 2022.

Qinshang Education, a subsidiary of the Company established in December 2019, generates revenue by partnering with high schools to provide non-English foreign languages tutoring services, primarily in Spanish. The tutorial services revenue generated by Qingshang Education decreased by approximately $2.1 million, or 66%, from approximately $3.1 million in fiscal year 2022 to approximately $1.0 million in fiscal year 2023. The number of our partner-schools decreased from 58 in fiscal year 2022 to 45 in fiscal year 2023. For Qingshang Education, the number of students enrolled in its non-English foreign language tutorial programs decreased from 3,041 in fiscal year 2022 to 2,154, and as the new recruits took fewer course hours, the average revenue per student decreased from $1,023 in fiscal year 2022 to $485 in fiscal year 2023. Furthermore, other tutorial centers (Zhouzhi Culture, Hangzhou Jicai, and Yangfushan) also incurred decreases in their revenues by an aggregated amount of approximately $1.8 million, or 29%, from approximately $6.2 million in fiscal year 2022 to approximately $4.4 million in fiscal year 2023. The foregoing factors all contributed to the decrease in our tutorial services revenue.

Logisticand consulting services and others

Logistic and consulting services and others revenue decreased by approximately $0.8 million, or 54%, to approximately $0.7 million in fiscal year 2023 from approximately $1.5 million in fiscal year 2022. The decrease was mainly due to a decrease in our consulting and catering services offered to our affiliated schools, mainly as a result of the decreased demand for such services.

Costof Revenues

Cost of revenues decreased by approximately $1.6 million, or 27%, to approximately $4.4 million in fiscal year 2023, from approximately $6.0 million in fiscal year 2022. The cost decrease in fiscal year 2023 was mainly due to the fact that the labor cost decreased by approximately $1.6 million, or 35%, to approximately $3.0 million in fiscal year 2023, from approximately $4.6 million in fiscal year 2022, as a result of fewer course hours taught in the current period. Other costs, primarily consisting of leasing expenses, teaching material costs and related cafeteria costs did not decrease proportionately with our revenue because the Company continued to maintain the regular teaching team and facilities in anticipation of the recovery of the tutorial market in 2024.

Grossprofit

Gross profit decreased by approximately $3.0 million, or 63%, to approximately $1.8 million in fiscal year 2023, from approximately $4.8 million in fiscal year 2022. The decrease in gross profit was mainly due to a decrease of approximately $3.8 million in tutorial services revenue and approximately $0.8 million in the logistic, consulting services and other revenue, partially offset by a decrease of approximately $1.6 million in cost.

Overall gross profit margin decreased to 29% in fiscal year 2023 from 44% in fiscal year 2022. The decrease in the gross profit margin was because certain fixed costs did not decrease proportionately with the decrease in revenue.

OperatingExpenses

	For<br> the fiscal years ended September 30,
	2023					2022
	Amount		%<br> <br> of revenue			Amount		%<br><br> of revenue			Change			%<br><br> Change
Selling<br> expenses	$	1,102,019		18	%	$	1,634,155		15	%	$	(532,136	)		(33	)%
General<br> and administrative expenses		6,828,120		111	%		4,717,664		44	%		2,110,456			45	%
Total	$	7,930,139		129	%	$	6,351,819		59	%	$	1,578,320			25	%

Total operating expenses increased by approximately $1.6 million, or 25%, from approximately $6.4 million in fiscal year 2022, to approximately $7.9 million in fiscal year 2023. The increase in operating expenses was mainly due to an increase of approximately $2.1 million in general and administrative expenses in fiscal year 2023.

Sellingexpenses

Selling expenses decreased by approximately $0.5 million to approximately $1.1 million in fiscal year 2023, as compared to approximately $1.6 million in fiscal year 2022. The decrease in selling expenses was mainly due to the decrease of commissions for partner schools of approximately $0.5 million in fiscal year 2023, as compared to fiscal year 2022. ****

Generaland administrative expenses

General and administrative expenses increased by approximately $2.1 million to approximately $6.8 million in fiscal year 2023, as compared to approximately $4.7 million in fiscal year 2022. The increase in general and administrative expenses was mainly driven by an increase of approximately $1.8 million in stock-based compensation rewards of a total 730,000 Class A ordinary shares to the Company’s CFO and a third-party consultant for their efforts in the Company’s IPO process, as well as an increase of approximately $0.5 million in professional consulting fee. As a percentage of revenues, general and administrative expenses represented approximately 111% and 44% of our total revenues in fiscal year 2023 and 2022, respectively.

Interestexpense, net

Our net interest expense increased by approximately $0.1 million to approximately $0.3 million in fiscal year 2023, as compared to approximately $0.2 million in fiscal years 2022. The increase was mainly due to the increase of the average loan balance in fiscal year 2023.

Lossbefore income taxes

Loss before income tax increased by approximately $3.9 million to approximately $5.6 million in fiscal year 2023, as compared to approximately $1.8 million in fiscal year 2022. The increase was primarily attributable to lower gross profit and higher general and administrative expenses in fiscal year 2023, as stated above.

Provisionfor income taxes

Income tax provision was approximately $0.1 million and $0.4 million in fiscal year 2023 and 2022, respectively. The income tax expenses were generated by our several profitable subsidiaries, including Lilong Logistics, Xianjin Technology, Hangzhou Jicai and Yangfushan Tutorial. We incurred sizable loss in Qinshang Education and Zhouzhi Culture, due to setbacks caused by restrictive measures associated with COVID-19; we also incurred loss in Golden Sun Wenzhou and Golden Sun Hong Kong, due to general and administrative expenses associated with the IPO, however, these losses can’t be used to offset the profits of other subsidiaries. As a result, although we were in a loss situation on a consolidated level, we still incurred income tax expenses.

Under the Enterprise Income Tax (“EIT”) Law of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on a case-by-case basis. For the fiscal years 2023 and 2022, our subsidiaries were subject to statutory 25% income tax rate. ****

Netloss

Our net loss from continuing operations was approximately $5.8 million in fiscal year 2023, compared to approximately $2.1 million in fiscal year 2022.

Liquidityand Capital Resources

In assessing liquidity, we monitor and analyze cash on-hand, our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. In fiscal year 2024, our revenue increased by approximately $4.0 million to approximately $10.2 million from approximately $6.2 million in fiscal year 2023. Our net loss decreased by approximately $1.8 million, or 31%, to approximately $4.0 million in fiscal year 2024, from approximately $5.8 million in fiscal year 2023. We have previously funded our working capital needs primarily from the IPO proceeds, operations, bank loans, and advances from shareholders, and we intend to continue doing so in the near future.

We currently plan to fund our operations mainly through cash flow from its operations, renewal of bank borrowings, and support from controlling shareholders, if necessary, to ensure sufficient working capital. As of September 30, 2024, we had negative working capital. Deferred revenue included in current liabilities amounted to approximately $4.1 million, mainly presenting the deferred tuition payments that will be recognized as revenue in the next fiscal year when the services are provided. As of September 30, 2024, we had short-term loan and long-term loans in aggregate of approximately $3.3 million. We expect to obtain new bank loans or renew existing bank loans upon maturity based on past experience and our good credit history. Management is evaluating different strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, additional funding from current or new investors, officers and directors and debt financing. The principal shareholder of the Company has made pledges to provide financial support to us whenever necessary. We cannot provide assurances that we will be able to secure additional funding when needed or at all, or, if secured, that such funding would be on favorable terms. There can be no assurance that any of these future-funding efforts will be successful. If we are unable to obtain additional financing, we may be required to reduce the scope of operations, including planned product development and marketing efforts, which could materially and adversely harm our financial condition and operating results. Our ability to continue as a going concern is dependent upon our ability to obtain additional capital, for which there can be no assurance we will be able to accomplish on a timely basis, on favorable terms or at all.

As of September 30, 2024, the Company had cash and cash equivalents of approximately $0.8 million and total outstanding debt of approximately $3.3 million. Subsequent to the fiscal year-end, the Company entered into a loan agreement and completed a financing transaction to enhance its liquidity position and support its operational and strategic initiatives.

LoanAgreement with China Construction Bank

On October 23, 2024, the Company entered into a loan agreement with China Construction Bank, pursuant to which it secured an unsecured revolving line of credit with a term of one year, providing a facility of up to $76,237 (535,000 RMB). The facility is available to the Company from October 23, 2024, to October 23, 2025, at a fixed interest rate of 3.85% per annum. This revolving credit facility provides the Company with additional short-term liquidity to support working capital and general corporate purposes. The Company may draw on this facility as needed, subject to compliance with its terms and conditions.

SecuritiesPurchase Agreement and Issuance of Convertible Notes

On October 28, 2024, the Company entered into a Securities Purchase Agreement with two accredited investors (the “Buyer”) to issue and sell (i) secured convertible notes in an aggregate original principal amount of $5,000,000 (the “Notes”), and (ii) warrants to acquire common shares of the Company, equal to 180% of the quotient obtained by dividing (a) the original aggregate principal amount of the Notes, by (b) the Conversion Price.

The Conversion Price of the Notes is set at 70% of the lowest closing market trading price of the Company’s common stock during the fifteen (15) trading days prior to either (i) the first conversion notice for the Notes or Warrants or (ii) each subsequent conversion notice, at the Holder’s sole discretion.

The Notes mature on November 2, 2025, and accrue interest at an annual rate of 2.75% per annum. The Company received gross proceeds of $4.8 million from this transaction.

This financing strengthens the Company’s financial position by providing additional capital for general corporate purposes, working capital, and potential strategic initiatives. The convertible nature of the Notes provides flexibility in managing the Company’s capital structure while offering investors the ability to participate in the Company’s potential upside.

Impacton Financial Position

The China Construction Bank credit facility and the convertible notes issuance has provided the Company with additional liquidity and financial flexibility. The Company expects that its existing cash resources, combined with these financing arrangements, will be sufficient to meet its anticipated operating, investing, and financing needs over the next 12 months. However, the conversion terms of the Notes may result in potential dilution to existing shareholders, depending on future stock price movements and investor conversions.

The Company continues to evaluate its capital structure and financing needs and may seek additional funding as necessary to support its growth strategy.

Cashflows

Forthe years ended September 30, 2024, 2023 and 2022

The following table sets forth a summary of our cash flows for the periods indicated:

	For<br> the fiscal years ended
	September 30,<br><br> 2024			September 30,<br><br> 2023			September 30,<br><br> 2022
Net<br> cash (used in) provided by operating activities	$	(4,900,883	)	$	(4,216,061	)	$	910,251
Net<br> cash used in investing activities		(1,973,409	)		(9,450,571	)		(174,074	)
Net<br> cash provided by financing activities		1,117,204			246,801			18,634,264
Effect<br> of exchange rate changes on cash and cash equivalents		44,002			(374,962	)		(215,720	)
Net<br> (decrease) increase in cash and cash equivalents	$	(5,713,086	)	$	(13,794,793	)	$	19,154,721

Operating Activities

Net cash used in operating activities was approximately $4.9 million in fiscal year 2024. Net cash used in operating activities in fiscal year 2024 mainly consisted of a net loss $4.0 million, adjustments of approximately $1.6 million non-cash items, an increase of approximately $2.4 million in prepayments and other assets and a decrease of approximately $0.5 million in operating lease liabilities, offset by an increase of $0.4 million in account payable.

Net cash used in operating activities was approximately $4.2 million in fiscal year 2023. Net cash used in operating activities in fiscal year 2023 mainly consisted of a net loss $5.8 million, adjustments of approximately $2.4 million non-cash items, and a decrease of approximately $1.1 million in accrued expenses and other liabilities.

Net cash provided by operating activities was approximately $0.9 million in fiscal year 2022. Net cash provided by operating activities in fiscal year 2022 mainly consisted of a net loss $2.1 million from continuing operations, adjustments of $0.3 million non-cash items, an increase of approximately $1.8 million in accrued expenses and other liabilities, a decrease of approximately $0.9 million in prepayments and other assets, an increase of approximately $0.5 million in accounts payable and a decrease of approximately $0.3 million in accounts receivable, offset by a decrease of approximately $1.4 million in deferred revenue.

InvestingActivities

Net cash used in investing activities was approximately $2.0 million in fiscal year 2024, which mainly consisted of approximately $1.7 million paid for acquisition, approximately $0.1 million paid for long-term investments and approximately $0.1 million for purchase of property and equipment used in operation.

Net cash used in investing activities was approximately $9.5 million in fiscal year 2023, which mainly consisted of approximately $5.4 million paid for long-term investments, approximately $3.7 million paid for acquisition and approximately $0.2 million for purchase of property and equipment used in school operation.

Net cash used in investing activities was approximately $0.2 million in fiscal year 2022, which mainly consisted of approximately $0.2 million to purchase of property and equipment used in school operation.

FinancingActivities

Net cash provided by financing activities was approximately $1.1 million in fiscal year 2024, including net proceeds from a related party of approximately $0.8 million and net proceeds from third parties of approximately $0.4 million.

Net cash provided by financing activities was approximately $0.2 million in fiscal year 2023, including net proceeds from bank loans of approximately $0.3 million and net proceeds from a related party of approximately $0.2 million, offset by net payment to third parties of approximately $0.2 million.

Net cash provided by financing activities was approximately $18.6 million in fiscal year 2022, including proceeds from initial public offering of approximately $18.3 million and net proceeds from bank loans of approximately $1.2 million, offset by net payment to related parties of approximately $0.8 million.

CapitalExpenditures

Our capital expenditures amounted to approximately $0.1 million, $0.3 million and $0.2 million in fiscal years 2024, 2023 and 2022, respectively.

ContractualObligations

We had various outstanding bank loans of approximately $3.3 million and $3.2 million as of September 30, 2024 and 2023, respectively. We have also entered into non-cancellable operating lease agreements for several offices and operating facilities. The lease terms extend through 2029.

The following table sets forth our contractual obligations and commercial commitments as of September 30, 2024:

	Payment<br> Due by Period
	Total		Less<br> than<br> 1 Year		1<br> – 3 Years		3<br> – 5 Years		More<br> than<br> 5 Years
Operating<br> lease arrangements	$	747,169	$	288,525	$	342,863	$	115,781	$	-
Bank<br> loans		3,334,473		1,567,487		911,992		854,994		-
Total	$	4,081,642	$	1,856,012	$	1,254,855	$	970,775	$	-

Off-Balance Sheet Arrangements

We have entered into certain off-balance sheet financial guarantees related to the borrowings of related parties.

On December 21, 2023, the Company’s subsidiary Qinshang Education signed an agreement with Jiangsu Bank to provide guarantee for a related party’s borrowing of $71,249 (RMB500,000) for a period from December 22, 2023 to December 22, 2024. The related party, Zhoushen is the Head of Qinshang Education and Zhouzhi Culture. Subsequent to September 30, 2024, the related party’s borrowing had been fully repaid and the related party renewed the borrowing of $71,249 (RMB500,000) from Jiangsu Bank with the Company’s subsidiary Qinshang Education’s guarantee over the loan term up to December 19, 2025.

On December 25, 2023, the Company’s subsidiary Zhouzhi Culture signed an agreement to provide guarantee for a third party’s lease agreement. The guarantee will expire on March 31, 2025. ****

As of September 30, 2024, we have not recorded any guarantee liabilities related to these agreements, as there are no indications of default by the related parties. However, these commitments represent potential obligations that could result in liabilities if the related parties fail to meet their payment obligations.

We have not entered into any derivative contracts indexed to our shares that are classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Additionally, we do not have any retained or contingent interests in assets transferred to an unconsolidated entity that serves as credit, liquidity, or market risk support to such entity. We do not have any variable interests in any unconsolidated entity that provides financing, liquidity, market risk, or credit support to us or engages in leasing, hedging, or product development services with us. ****

Impactof Inflation

We do not believe the impact of inflation on our Company is material. Our operations are in China and China’s inflation rates have been relatively stable in the last three years: being approximately 2.0% in 2022, 0.2% in 2023 and 0.2% in 2024.

CriticalAccounting Policies

We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there was no material changes made to the accounting estimates and assumptions in the past two years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

We believe that the following accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

Usesof estimates

Revenuerecognition

We generate revenues primarily from tuition fees and other fees collected from services provided. Revenue is recognized when the price is fixed or determinable, persuasive evidence of the arrangement exists, the service is performed or the product is delivered and collectability of the resulting receivable is reasonably assured.

We have adopted ASC 606, “Revenue from Contracts with Customers” and all subsequent ASUs that modified ASC 606, using the modified retrospective approach and has elected to apply it retrospectively for the year ended September 30, 2018. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. This new guidance provides a five-step analysis in determining when and how revenue is recognized. Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the new guidance requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

Our operations currently generated its revenue from the following main sources: ****

Tutorialservices

We offer various off-campus small-group foreign language tutoring programs. Each contract of tutorial service programs represents a series of distinct services, which is delivery of various courses. The services have substantially the same pattern of transfer to the students, as such, they are considered as a single performance obligation, which is satisfied proportionately based on a straight-line basis over the program term as students simultaneously receive and consume the benefits of these services throughout the program term. We are the principal in providing tutorial services as it controls such services before the services are transferred to the customer. The program fees are generally collected in advance and are initially recorded as deferred revenue. Generally, we approve refunds for any remaining classes to students who decide to withdraw from a course within the predetermined period in the contract. The refund is equal to and limited to the amount related to the undelivered classes. We estimate and records refund liability for the portion, we do not expect to be entitled based on historical refund ratio on a portfolio basis using the expected value method.

Logistic,consulting services and others

We provide services to schools, including but not limited to catering and logistic service. Logistic revenue is recognized on a straight-line basis over the period, as customers simultaneously receive and consume the benefits of the services. Catering revenue is recognized at point of sale.

We also provide consulting services to related-party kindergartens. According to the contracts signed with each of the three kindergartens, we provide a range of educational management and consulting services, including branding, safety management, teacher training, supervision and evaluation on teachers, rating guidance services, to the kindergartens during the contract periods. The intended contractual benefit to the kindergartens of the management and consulting services is to enable the kindergartens’ smooth and effective operations. The promised services in each of the consulting service contracts are combined and accounted as a single performance obligation, as the promised services are considered as a significant integrated service. The consulting services are continuously provided and the kindergartens simultaneously receive and consume the benefits of these services throughout the service period each month. The revenue is recognized over time during the service period.

E-commercesegment

Commission

We promote merchants’ products through various online platforms and earns commission based on a fixed commission rate for sales of the products completed. We do not take control of the products provided by merchants at any point in time during the transactions. Commission revenue is recognized at a point in time when our service obligation to the merchants is determined to have been completed under each sales transaction completed. Variable consideration is estimated and included in the transaction price to the extent that it is probable that a significant revenue reversal will not occur. Adjustments to the estimated variable consideration related to prior reporting periods were not material.

Marketingservice

We provide marketing services to merchants on certain online and offline platform, for which it receives service fees from the merchants. Our marketing service provide more publicity and brand awareness of the merchant’s brand through online platform and offline by delivery specified marketing content. Most of revenue from marketing service is recognized at the point in time when the marketing content deliverables are completed based on customer acceptance, while a small portion is recognized over a specified period of time and we have an enforceable right to payment of its fees.

Productsales

We sometimes acquire merchandise from suppliers and sells them to third-party online marketplace. We determine the third-party online marketplace is its customer. We act as a principal as it obtains control of merchandise, is primarily obligated for merchandise sold to the customers, bears inventory risks and has the latitude in establishing prices of merchandise sold to the third-party marketplace. Revenues from product sales are recorded on a gross basis, net of discounts and return allowances when the product is delivered and title is passed to customers in this type of transaction. Proceeds received in advance to delivery are recorded as current liabilities as customer advances.

Practicalexpedient

We have applied the new revenue standard requirements to a portfolio of contracts (or performance obligations) with similar characteristics for transactions where it is expected that the effects on the financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio. Therefore, we elect the portfolio approach in applying the new revenue guidance.

Contractassets

In accordance with ASC340-40-25-1, an entity shall recognize as an asset the incremental costs of obtaining a contract with a customer if the entity expects to recover those costs. Entities sometimes incur costs to obtain a contract that otherwise would not have been incurred. Entities also may incur costs to fulfill a contract before a good or service is provided to a customer. The revenue standard provides guidance on costs to obtain and fulfill a contract that should be recognized as assets. Costs that are recognized as assets are amortized over the period that the related goods or services transfer to the customer, and are periodically reviewed for impairment. Only incremental costs should be recognized as assets. Incremental costs of obtaining a contract are those costs that the entity would not have incurred if the contract had not been obtained.

As of September 30, 2024, in order to develop non-English foreign language tutorial service for middle school students, we incurred total of approximately $3.0 million commission type fee and administration costs paid upfront to agents to facilitate the related contracts with students for the tutorial service period, generally from 1 to 31 months tutorial service periods. We will not incur such costs if we do not enter into the tutorial service contracts with the students, as a result, the cost of approximately $3.0 million is considered as the incremental costs of obtaining contracts and was capitalized and amortize over tutorial service period. For the years ended September 30, 2024, 2023 and 2022, We amortized related amount of $0.3 million, $0.6 million and $1.1 million into selling expense, respectively. As of September 30, 2024 and 2023, the contract assets amounted to $0.6 million and $0.4 million, respectively.

Contract liability

Contract liabilities are presented as deferred revenue in the consolidated balance sheets, which mainly represents payment received from customers in advance of completion of performance obligations under a contract. The balance of deferred revenue is recognized as revenue upon the completion of performance obligations. As of September 30, 2024 and 2023, the balance of deferred revenue amounted to $4.1 million and $4.0 million, respectively. Substantially all of which will be recognized as revenue during the Company’s following fiscal year.

Refund liability

Refund liability mainly relates to the estimated refunds that are expected to be provided to students if they decide they no longer want to take the courses. Refund liability estimates are based on historical refund ratio on a portfolio basis using the expected value method. As of September 30, 2024 and 2023, refund liability amounted to $0.3 million and $0.3 million, respectively.

Incometaxes

We account for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. 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 income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. As of September 30, 2024 and 2023, there are approximately $2.8 million and $2.6 million respectively of unrecognized tax benefits included in income tax payable that if recognized would impact the effective tax rate. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred for the years ended September 30, 2024, 2023 and 2022. All of the tax returns of the Company’s subsidiaries in the PRC remain subject to examination by the tax authorities for five years from the date of filing.

Share-Basedcompensation

We follow the provisions of ASC 718, “Compensation - Stock Compensation,” which establishes the accounting for employee share-based awards. For employee share-based awards, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense with graded vesting on a straight-line basis over the requisite service period for the entire award.

RecentAccounting Pronouncements

We consider the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections—Overall, 260-10 Earnings Per Share—Overall, 270-10 Interim Reporting—Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities—Oil and Gas—Notes to Financial Statements, 946-20 Financial Services—Investment Companies—Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all entities, the amendments will be effective two years later from the date of the SEC’s removal. On November 27, 2023, the FASB issued ASU 2023-07. The amendments improve reportable segment disclosure requirements. Main provisions include: (1) significant segment expenses—public entities are required to disclose significant segment expenses by reportable segment by reportable segment if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; (2) other segment items—public entities are required to disclose other segment items by reportable segment. Such a disclosure would constitute the difference between deferred revenues less the significant expenses (disclosed) less reported segment profit or loss; (3) multiple measures of a segment’s profit or loss—public entities may disclose more than one measure of segment profit or loss used by the CODM, provided that at least one of the reported measures includes the segment profit or loss measure that is most consistent with GAAP measurement principles; (4) CODM-related disclosures—disclosure of the CODM’s title and position is required on an annual basis, as well as an explanation of how the CODM uses the reported measure(s); (5) entities with a single reportable segment—public entities must apply all of the ASU’s disclosure requirements, as well as all existing segment disclosure and reconciliation requirements in ASC 280; (6) recasting of prior-period segment information—recasting is required if segment information regularly provided to the CODM is changed in a manner that causes the identification of significant segment expenses to change. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023. Early adoption is permitted. A public entity should apply the amendments in this update retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of the amendments on its consolidated financial statements.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is also permitted. This ASU will result in additional required disclosures when adopted, where applicable.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2025. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. Once adopted, this ASU will result in additional disclosures.

In March 2024, the FASB issued ASU 2024-01, “Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards” (“ASU 2024-01”), which intends to improve clarity and operability without changing the existing guidance. ASU 2024-01 provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with Topic 718. Entities can apply the guidance either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of adopting this guidance on Financial Statements.

In March 2024, the FASB issued ASU 2024-02, “Codification Improvements – Amendments to Remove References to the Concept Statements” (“ASU 2024-02”). ASU 2024-02 contains amendments to the FASB Accounting Standards Codification that remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on Financial Statements.

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the unaudited condensed consolidated financial position, statements of operations and cash flows.

Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth information regarding our directors and executive officers as of the date of this annual report.

Name	Age	Position(s)
Xueyuan Weng	60	Chairman,<br> Director, Chief Executive Officer
Sun Yu	47	Chief Financial Officer
Xiaoyi Wang	39	Chief Operating Officer
Lizhen Wang	39	Chief Technology Officer
Liming Xu	63	Director
Peilin Ji	67	Director
Yidong Hao	53	Independent Director
Xijing Xu	39	Independent Director
Xiao Jin	61	Independent Director
Zhenghua Yu	49	Independent Director

The following is a brief biography of each of our executive officers and directors:

Mr.Xueyuan Weng has been serving as a director, chairman and a chief executive officer of the Company since November 10, 2020, the executive director of Golden Sun Wenzhou since October 2018, the chief executive officer of Chongwen Middle School since August 2018, the executive director of Yinuo Education Technology Co., Ltd., a technology company servicing the education sector since November 2017, the executive director of Gongyu Education since September 2017, the chairman of Golden Sun Hong Kong since June 2017, the executive director of Shanghai Golden Sun Education Technology Co., Ltd., a technology company that focuses on the development of education software and computer software, since December 2015, the chief executive officer of Ouhai Art School since March 2015, the chairman of Golden Sun Shanghai since November 2013, the supervisor of Wenzhou Kunlong Industrial Co., Ltd., a company that intends to engage in the research and development of educational device and computer software, since April 2010 and the chairman of the board of supervisors of Yangfushan Tutorial since April 2008. Prior to joining the Company, Mr. Weng served as the chairmen of Wenzhou New Thought Education Group from September 2000 to August 2008. He served as the chairman of Wenzhou New Century School from September 1997 to August 2000. Prior to that, he worked at various local middle schools and the local government in Wenzhou from 1986 to 1997. Mr. Weng received and EMBA degree from Macau University of Science and Technology in 2009 and graduated from Wenzhou Teachers College with a major in Political Science in 1986.

Ms.YuSun has been serving Chief Financial Officer of the Company since September 1, 2024, and as a financial director at Zhejiang Golden Sun Education Technology Group Co., Ltd. since August 2018. Previously, she served as a financial manager at Wenzhou New Thinking Education Group from 2015 until 2018, as a finance and audit manager at Wenzhou Shengye Certified Public Accountants from 2007 until 2015, as a financial manager at Wenzhou Huolun Light Industry Manufacturing Co., Ltd. From 2003 until 2006, as an accounting officer at Zhejiang Tetao Group Co., Ltd. from 1998 until 2003 and from 1992 until 1993, and as an accounting supervisor at Wenzhou Henghui Machinery Equipment Co., Ltd. From 1993 until 1998. Ms. Yu Sun attended Wuhan University of Technology, majoring in accounting, from 2004 until 2007.

Mr.Liming Xu has been serving as the Company’s director since November 10, 2020. He has also served as the chairman of the board of directors of Hongkou Tutorial since May 2014. From May 2002 to April 2014, Mr. Xu served as the principal of Shanghai Huangpu Youth Continuing Education School. He has over 35 years of experience as an educator and in managing schools. He received a bachelor’s degree in physics from Jiangxi Normal University in 1984.

Ms.Peilin Ji has been serving as the Company’s director since November 10, 2020. Since January 2013, she has invested in various companies in the restaurant and education industries, and has been engaging in various investment activities since 2007. Previously, she was the business operator for Shanghai Sports Lottery from January 2004 to September 2006, and Yangpu district night market from February 1987 to December 2003. She graduated from Tongji High School in 1975.

Ms.Lizhen Wang has been serving as the Company's chief technology officer since 27 December 2021. She brings over six years of experience in managing education companies along with the strong background in the education industry, project and team management. Her experience includes business development and construction management of Wawa.com and Zhiyou Mama platform. Prior to her current position, she was the Assistant General Manager at Shanghai Golden Sun Education Technology Co, Ltd from 2016 until 2021, and held the same role at Shanghai Mengyu Culture Media Co., Ltd. from 2015 until 2016. Ms. Wang earned a bachelor’s degree from Aachen University of Applied Sciences in Germany and has pursued further studies at Stanford and Harvard Universities. She is currently working toward an EMBA in Business Administration at Tongji University.

Mr.Yidong Hao has been serving as the Company’s director since September 2023. He has also been serving as the financial director of Haomu (Shanghai) Energy Conservation Technology Co., Ltd., since June 2017, and served as the financial director of Shanghai Huayuan Magnetic Industry Co., Ltd. from February 2015 to June 2017. Mr. Hao graduated from Nankai University in China in 1997, majoring in accounting, and received his master’s degree in Software Engineering from Fudan University in China in 2015.

Mr.Zhenghua Yu has been serving as the Company’s independent director since November 6, 2023. He has served as a senior audit manager at Shanghai Huajun Certified Public Accountants Co. Ltd. since October 2015. He served as a financial manager at Shanghai Hanbang Marketing and Planning Co., Ltd from November 2008 to September 2015, and at Jiangxi Chemical Fiber Co., Ltd. from July 1997 to October 2008. Mr. Yu graduated from Jiangxi University of Finance and Economics in 1997, majoring in Corporate Accounting.

Mr.Xiao Jin has been serving as the Company’s independent director and the member of the audit and compensation committees since February 21, 2024. He has also been serving as the Chief Financial Officer (“CFO”) for Hebron Technologies Limited since September 2018. Previously, he served as the CFO for Lanzhou Heshengtang Pharmaceutical Co., Ltd. from November 2014 to September 2018, for Zhejiang Hebron Control Engineering Technology Co., Ltd. from May 2012 to October 2014, and for Zhejiang Juneng Lesi Pharmaceutical Co., Ltd. from April 2002 to April 2012. From March 2001 to March 2002, he served as an audit manager at Juneng Industrial Co., Ltd. From August 1999 to March 2001, he served as a finance manager at Lanzhou Juneng Trading Co., Ltd. From July 1985 to July 1999, he served as an accountant at Lanzhou Friendship Hotel Co., Ltd. He graduated from Lanzhou Commercial School, China in 1985, majoring in accounting, and received an EMBA in Business Administration from Shanghai Jiaotong University in 2011. Mr. Xiao Jin serves as a director of the Company, as well as a member of each of our audit committee and compensation committee.

Mr.Xijing Xu has been serving as the Company’s independent director and a member of the Nominating and Corporate Governance Committee since August 3, 2024. He has also been serving as a general manager of Hangzhou Langte Technology Co., Ltd since April 2014. Previously he was a manager and a shareholder at Anhui Fengyang Changsheng Mining Industry from August 2008 until May 2011, a marketing manager at Hangzhou Fengmo Investment Co., Ltd. From August 2003 until July 2008, a Marketing Department 2 supervisor at Hangzhou Zhengda Textile Co., Ltd. From May 2000 until June 2003, and a business supervisor at Shanghai JiaoTong University from June 1997 until March 2000. Mr Xijing Xu attended Northeast Agricultural University Law from July 2004 until July 2006. He is an independent director under the applicable rules and regulations of the Securities and Exchange Commission and rules of Nasdaq.

Our officers are appointed by and serve at the discretion of our board of directors and the shareholders voting by ordinary resolution. Our directors are not subject to a set term of office and hold office until the next general meeting called for the election of directors and until their successor is duly appointed or such time as they die, resign or are removed from office by a shareholders’ ordinary resolution. The office of a director will be vacated automatically if, among other things, the directors resigns in writing, becomes bankrupt or makes any arrangement or composition with his/her creditors generally or is found to be or becomes of unsound mind.

FamilyRelationships

None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Board of Directors

As of the date of this annual report, our board of directors consists of six directors, three of whom are “independent” within the meaning of the corporate governance standards of the Nasdaq listing rules and meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act. The Company is in the process of appointing an independent director to fill the vacancy created by the departure of one independent director who resigned on January 8, 2024.

Duties of Directors

Under Cayman Islands law, all of our directors owe three types of duties: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Companies Act (Revised) of the Cayman Islands imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however, the courts of the Cayman Islands have held that a director owes the following fiduciary duties: (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our articles of association. We have the right to seek damages if a duty owed by any of our directors is breached.

Terms of Directors and Executive Officers

Our officers are appointed by and serve at the discretion of our board of directors and the shareholders voting by ordinary resolution.

Unless removed or re-appointed, each director shall be appointed for a term expiring at the next-following annual general meeting, if one is held. At any annual general meeting held, our directors will be elected by an ordinary resolution of our shareholders. At each annual general meeting, each director so elected shall hold office for a one-year term and until the election of their respective successors in office or removed.

A director may be removed by ordinary resolution.

A director may at any time resign or retire from office by giving us notice in writing. Unless the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to us.

Subject to the provisions of the articles, the office of a director may be terminated forthwith if:

(a)	he<br> is prohibited by the law of the Cayman Islands from acting as a director;
(b)	he<br> is made bankrupt or makes an arrangement or composition with his creditors generally;
---	---
(c)	he<br> resigns his office by notice to us;
---	---
(d)	he<br> only held office as a director for a fixed term and such term expires;
---	---
(e)	in<br> the opinion of a registered medical practitioner by whom he is being treated he becomes physically<br> or mentally incapable of acting as a director;
---	---
(f)	he<br> is given notice by the majority of the other directors (not being less than two in number)<br> to vacate office (without prejudice to any claim for damages for breach of any agreement<br> relating to the provision of the services of such director);
---	---
(g)	he<br> is made subject to any law relating to mental health or incompetence, whether by court order<br> or otherwise; or
---	---
(h)	without<br> the consent of the other directors, he is absent from meetings of directors for continuous<br> period of six months.
---	---
Qualification
---

There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders by ordinary resolution.

Employment Agreements and Indemnification Agreements

We have entered into employment agreements with each of our executive officers. Pursuant to such employment agreements, we have agreed to employ each of our executive officers for a specified time period, which agreements may be renewed upon both parties’ agreement 60 days before the end of the current employment term, and payment of cash compensation and benefits shall become payable when the Company becomes a public reporting company in the US. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, receipt of bribery, or severe neglect of his or her duties. An executive officer may terminate his or her employment at any time with a one-month prior written notice. Each executive officer agrees to hold, both during and after the employment agreement expires, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information.

We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we have agreed to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

B. Compensation of Directors and Executive Officers

The following table sets forth certain information with respect to compensation for the year ended September 30, 2024, earned by or paid to our chief executive officer and principal executive officer, our principal financial officer, and our other most highly compensated executive officers whose total compensation exceeded US$100,000 (the “named executive officers”).

SummaryCompensation Table

Name<br> and Principal Position	Year		Salary(US)	Bonus(US)	Stock<br> Awards (US)	Option<br> Awards (US)	Non-Equity<br> <br>Incentive Plan Compensation		Deferred<br> Compensation Earnings		Other		Total<br> (US)
Xueyuan<br> Weng (CEO and Executive Director)		2024						-		-		-
Yu Sun (CFO)		2024						-		-		-

All values are in US Dollars.

Compensationof Independent Directors

For the fiscal year 2024, we compensated our independent directors an aggregate of $87,940 in cash for their services.

InsiderParticipation Concerning Executive Compensation

Our Compensation Committee makes all determination regarding executive officer compensation.

ClawbackPolicy

Effective as of December 1, 2023, the Board adopted a Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation (the “Clawback Policy”) providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Adoption of the Clawback Policy was mandated by new Nasdaq listing standards introduced pursuant to Exchange Act Rule 10D-1. The Clawback Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement of bonuses and incentive-based compensation earned by a registrant issuer’s chief executive officer and chief financial officer in the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement of those funds to the issuer. A copy of the Clawback Policy was filed as Exhibit 97.1 to the Company’s Annual Report on Form 20-F for the Company’s financial year ended September 30, 2023, as filed with the SEC on December 29, 2023.

C.Board Practices

Committees of the Board of Directors

We have established three committees under the board of directors: an audit committee, a compensation committee, and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

AuditCommittee. Our audit committee consists of Yidong Hao, Zhenghua Yu and Xiao Jin. Yidong Hao is the chairperson of our audit committee. The Company has appointed Mr. Xiao Jin to fill a vacancy on the committee created by the departure of an independent director who resigned on January 8, 2024. The appointment was subsequently ratified by a shareholder vote at the annual general meeting held on October 8, 2024. We have determined that Yidong Hao, Zhenghua Yu and Xiao Jin satisfy the “independence” requirements of the Nasdaq listing rules under and Rule 10A-3 under the Securities Exchange Act. Our board also has determined that Yidong Hao qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq listing rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:

●	appointing<br> the independent auditors and pre-approving all auditing and non-auditing services permitted<br> to be performed by the independent auditors;
●	reviewing<br> with the independent auditors any audit problems or difficulties and management’s response;
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●	discussing<br> the annual audited financial statements with management and the independent auditors;
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●	reviewing<br> the adequacy and effectiveness of our accounting and internal control policies and procedures<br> and any steps taken to monitor and control major financial risk exposures;
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●	reviewing<br> and approving all proposed related party transactions;
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●	meeting<br> separately and periodically with management and the independent auditors; and
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●	monitoring<br> compliance with our code of business conduct and ethics, including reviewing the adequacy<br> and effectiveness of our procedures to ensure proper compliance.
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CompensationCommittee. Our compensation committee consists of Yidong Hao, Zhenghua Yu, and Xiao Jin. The Company has appointed Mr. Xiao Jin as an independent director to fill the vacancy on the committee created by the departure of the independent director who resigned on January 8, 2024. The appointment was subsequently ratified by a shareholder vote at the annual general meeting held on October 8, 2024. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

●	reviewing<br> and approving the total compensation package for our most senior executive officers;
●	approving<br> and overseeing the total compensation package for our executives other than the most senior<br> executive officers;
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●	reviewing<br> and recommending to the board with respect to the compensation of our directors;
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●	reviewing<br> periodically and approving any long-term incentive compensation or equity plans;
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●	selecting<br> compensation consultants, legal counsel or other advisors after taking into consideration<br> all factors relevant to that person’s independence from management; and
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●	reviewing<br> programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.
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Nominatingand Corporate Governance Committee. Our nominating and corporate governance committee consists of Zhenghua Yu, Yidong Hao, and Xijing Xu. Zhenghua Yu is the chairperson of our nominating and corporate governance committee. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

●	identifying<br> and recommending nominees for election or re-election to our board of directors or for appointment<br> to fill any vacancy;
●	reviewing<br> annually with our board of directors its current composition in light of the characteristics<br> of independence, age, skills, experience and availability of service to us;
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●	identifying<br> and recommending to our board the directors to serve as members of committees;
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●	advising<br> the board periodically with respect to significant developments in the law and practice of<br> corporate governance as well as our compliance with applicable laws and regulations, and<br> making recommendations to our board of directors on all matters of corporate governance and<br> on any corrective action to be taken; and
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●	monitoring<br> compliance with our code of business conduct and ethics, including reviewing the adequacy<br> and effectiveness of our procedures to ensure proper compliance.
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Code of Business Conduct and Ethics

Our board of directors has adopted a code of business conduct and ethics, which is applicable to all of our directors, officers and employees. We have made our code of business conduct and ethics publicly available on our website at http://ir.jtyjyjt.com.

D. Employees

See “Item 4. INFORMATION ON THE COMPANY—B. Business Overview—Employees.”

E. Share Ownership

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares as of the date of this annual report for:

●	each<br> of our directors and executive officers; and
●	each<br> person known to us to own beneficially more than 5% of our ordinary shares.
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Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person is based on 1,577,944 Class A ordinary shares and 403,000 Class B ordinary shares outstanding as of the date of this annual report.

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our ordinary shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of ordinary shares beneficially owned by a person listed below and the percentage ownership of such person, ordinary shares underlying options, warrants, or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.

	Class<br> A Ordinary Shares		Class<br> B Ordinary Shares		Percentage<br> of Beneficial Ownership*			Percentage<br> of Aggregate Voting Power**
	Number		Number		%			%
Directors and Executive Officers^(1)^:
Xueyuan<br> Weng, CEO		0		403,000		20.34	%		56.08	%
Yu<br> Sun , CFO		0		0		0			0
Xiaoyi<br> Wang		2,<br> 000		0		0.10	%		0.06	%
Liming<br> Xu^(3)^		65,<br> 000		0		3.28	%		1.81	%
Peilin<br> Ji^(2)^		208,<br> 000		0		10.50	%		5.79	%
Yidong<br> Hao		0		0		0			0
Xijing<br> Xu		0		0		0			0
Zhenghua<br> Yu		0		0		0			0
Xiao<br> Jin		0		0		0			0
All<br> directors and executive officers as a group (nine individuals):		275,<br> 000		403,<br> 000		34.22	%		63.74	%
5%<br> Shareholders:<br><br> Xueyuan Weng, CEO <br><br> No.8, Gaotian Road, Hongdian Street, Lucheng District,<br><br> Wenzhou City,Zhejiang Province, China
Well<br> Joy International Investment Limited(2)<br><br> Room 101, No. 41, Shiguangsan Village, Yangpu District,<br><br> Shanghai, China		0		403,<br> 000		20.34	%		56.08	%
		208,<br> 000		0		10.50	%		5.79	%
*	For<br> each person and group included in this column, percentage of voting power is calculated by<br> dividing the voting power beneficially owned by such person or group by the voting power<br> of all of our outstanding Class A ordinary shares and Class B ordinary shares as a single<br> class.
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**	Each<br> holder of our Class A ordinary shares is entitled to one vote per share. Each holder of Class<br> B ordinary shares is entitled to five votes per share, and while on all matters submitted<br> to them for a vote. Our Class A ordinary shares and Class B ordinary shares vote together<br> as a single class on all matters submitted to a vote of our shareholders.
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(1)	Unless<br> otherwise indicated, the business address of each of the individuals is Room 503, Building<br> C2, No. 1599, Xinjinqiao Road, Pudong New Area, Shanghai, China 200083.
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(2)	Peilin<br> Ji is the 100% owner of Well Joy International Investment Limited that holds 208, 000 Class<br> A ordinary shares.
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(3)	Liming<br> Xu is the 100% owner of Ever Loyal Industrial Limited that holds 65, 000 Class A ordinary<br> shares.
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We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

F.	Disclosure<br> of Action to Recover Erroneously Awarded Compensation

Not applicable.

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major<br> Shareholders

See “Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES—E. Share Ownership.”

B.	Related<br> Party Transactions

EmploymentAgreements

See “Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES—Employment Agreements and Indemnification Agreements.”

Material Transactions with Related Parties

Mr. Xueyuan Weng is the Company’s CEO, director and principal shareholder. Our transactions with him are summarized as follows:

	For the years ended September 30,
	2024		2023		2022
Accounts receivable-related<br> parties:
Kindergartens owned by Mr. Weng	$	-	$	15,077	$	54,825
Amounts due from related<br> party:
Due<br> from Mr. Xueyuan Weng (the Company’s CEO, director and principal shareholder)	$	-	$	-	$	100,122
Amounts due to related party^(1)^:
Due<br> to Mr. Xueyuan Weng (the Company’s CEO, director and principal shareholder)	$	854,271	$	63,689	$	-
Revenue earned from related party^(2)^
Logistic, consulting services and others<br> revenue	$	93,264	$	310,465	$	710,620
(1)	As<br> of September 30, 2024, the balance of the amounts due to related party represent non-interesting<br> bearing and unsecured borrowing from related party for working capital purpose. The balance<br> is not required to be repaid within twelve months.
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(2)	For<br> the years ended September 30, 2024, 2023 and 2022, the Company earned revenue of $93,264,<br> $310,465, and $710,620, respectively, which was mainly derived from providing educational<br> management consulting services to certain kindergartens owned by the CEO and his wife.
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Guarantee provided to a related party

The Company provided guarantee for two related party’s borrowings (for more information, see Note 13).

Guarantee provided by related parties

Several related parties guaranteed the repayment of the Company’s short-term and long-term loans. (See Note 11).

C. Interests of Experts and Counsel

Not applicable.

Item 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

We have appended consolidated financial statements filed as part of this annual report. See “Item 18. FINANCIAL STATEMENTS.”

Legal Proceedings

We are currently not a party to any material legal proceeding. As of September 30, 2024 and 2023, the Company had no material outstanding litigations. From time to time, however, we may be subject to various claims and legal actions arising in the ordinary course of business.

Dividend Policy

See “Item 3. KEY INFORMATION—Transfer of Funds and Other Assets Between Our Company and Our Subsidiaries” and “Item 3. KEY INFORMATION—Dividends or Distributions and Tax Consequences.”

B. Significant Changes

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.

Item 9. THE OFFER AND LISTING

A. Offer and Listing Details.

Our Class A ordinary shares have been listed on the Nasdaq Capital Market since June 21, 2022 under the symbol “GSUN.”

B. Plan of Distribution

Not applicable.

C.	Markets

Our Class A ordinary shares have been listed on the Nasdaq Capital Market since June 21, 2022 under the symbol “GSUN.”

D.	Selling<br> Shareholders

Not applicable.

E.	Dilution

Not applicable.

F.	Expenses<br> of the Issue

Not applicable.

Item 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

Our third amended and restated memorandum and articles of association, which was adopted by special resolution on September 26, 2023, are filed as Exhibit 1.1 to this annual report.

C. Material Contracts

We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” or elsewhere in this annual report.

D. Exchange Controls

See “Item 4. INFORMATION ON THE COMPANY—B. Business Overview—Regulations—Regulations Related to Foreign Exchange” and “Item 4. INFORMATION ON THE COMPANY—B. Business Overview—Regulations— Regulations Related to Foreign Exchange Registration of

Offshore Investment by PRC Residents.”

E. Taxation

People’s Republic of China Taxation

The following brief description of Chinese enterprise income taxation is designed to highlight the enterprise-level taxation on our earnings, which will affect the amount of dividends, if any, we are ultimately able to pay to our shareholders. See “Item 3. KEY INFORMATION—Transfer of Funds and Other Assets Between Our Company and Our Subsidiaries” and “Item 3. KEY INFORMATION—Dividends or Distributions and Tax Consequences.”

According to the EIT Law, which was promulgated by the SCNPC on March 16, 2007, became effective on January 1, 2008, and was then amended on February 24, 2017, and the Implementation Rules of the EIT Law, which were promulgated by the State Council on December 6, 2007, and became effective on January 1, 2008, enterprises are divided into resident enterprises and non-resident enterprises. Resident enterprises pay enterprise income tax on their incomes obtained in and outside the PRC at the rate of 25%. Non-resident enterprises setting up institutions in the PRC pay enterprise income tax on the incomes obtained by such institutions in and outside the PRC at the rate of 25%. Non-resident enterprises with no institutions in the PRC, and non-resident enterprises with income having no substantial connection with their institutions in the PRC, pay enterprise income tax on their income obtained in the PRC at a reduced rate of 10%.

We are a holding company incorporated in the Cayman Islands and we gain substantial income by way of dividends paid to us from our PRC subsidiaries. The EIT Law and its implementation rules provide that China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its equity holders that are non-resident enterprises, will normally be subject to PRC withholding tax at a rate of 10%, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a preferential tax rate or a tax exemption.

Under the EIT Law, an enterprise established outside of China with a “de facto management body” within China is considered a “resident enterprise,” which means that it is treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. Although the implementation rules of the EIT Law define “de facto management body” as a managing body that actually, comprehensively manage and control the production and operation, staff, accounting, property, and other aspects of an enterprise, the only official guidance for this definition currently available is set forth in SAT Notice 82, which provides guidance on the determination of the tax residence status of a Chinese-controlled offshore incorporated enterprise, defined as an enterprise that is incorporated under the laws of a foreign country or territory and that has a PRC enterprise or enterprise group as its primary controlling shareholder. Although Golden Sun Cayman does not have a PRC enterprise or enterprise group as our primary controlling shareholder and is therefore not a Chinese-controlled offshore incorporated enterprise within the meaning of SAT Notice 82, in the absence of guidance specifically applicable to us, we have applied the guidance set forth in SAT Notice 82 to evaluate the tax residence status of Golden Sun Cayman and its subsidiaries organized outside the PRC.

According to SAT Notice 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of having a “de facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the following criteria are met: (i) the places where senior management and senior management departments that are responsible for daily production, operation and management of the enterprise perform their duties are mainly located within the territory of China; (ii) financial decisions (such as money borrowing, lending, financing and financial risk management) and personnel decisions (such as appointment, dismissal and salary and wages) are decided or need to be decided by organizations or persons located within the territory of China; (iii) main property, accounting books, corporate seal, the board of directors and files of the minutes of shareholders’ meetings of the enterprise are located or preserved within the territory of China; and (iv) one half (or more) of the directors or senior management staff having the right to vote habitually reside within the territory of China.

We believe that we do not meet some of the conditions outlined in the immediately preceding paragraph. For example, as a holding company, the key assets and records of Golden Sun Cayman, including the resolutions and meeting minutes of our board of directors and the resolutions and meeting minutes of our shareholders, are located and maintained outside the PRC. In addition, we are not aware of any offshore holding companies with a corporate structure similar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities. Accordingly, we believe that Golden Sun Cayman and its offshore subsidiaries should not be treated as a “resident enterprise” for PRC tax purposes if the criteria for “de facto management body” as set forth in SAT Notice 82 were deemed applicable to us. However, as the tax residency status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body” as applicable to our offshore entities, we will continue to monitor our tax status.

The implementation rules of the EIT Law provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or gains are treated as China-sourced income. It is not clear how “domicile” may be interpreted under the EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered as a PRC tax resident enterprise for PRC tax purposes, any dividends we pay to our overseas shareholders which are non-resident enterprises as well as gains realized by such shareholders from the transfer of our shares may be regarded as China-sourced income and as a result become subject to PRC withholding tax at a rate of up to 10%. Pacgate, our PRC counsel, is unable to provide a “will” opinion because it believes that it is more likely than not that we and our offshore subsidiaries would be treated as non-resident enterprises for PRC tax purposes because we do not meet some of the conditions outlined in SAT Notice 82. In addition, Pacgate is not aware of any offshore holding companies with a corporate structure similar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities as of the date of the annual report. Therefore, Pacgate believes that it is possible but highly unlikely that the income received by our overseas shareholders will be regarded as China-sourced income.

See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Relating to Doing Business in the PRC—Under the EIT Law, we may be classified as a ‘resident enterprise’ of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders.”

Currently, as resident enterprises in the PRC, Golden Sun Wenzhou and its subsidiaries in PRC are subject to the enterprise income tax at the rate of 25%, except that once an enterprise meets certain requirements and is identified as a small-scale minimal profit enterprise, the part of its taxable income not more than RMB1 million is subject to a reduced rate of 5% and the part between RMB1 million and 3 million is subject to a reduced rate of 10%. The EIT is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. If the PRC tax authorities determine that Golden Sun Cayman is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises. In addition, non-resident enterprise shareholders may be subject to a 10% PRC withholding tax on gains realized on the sale or other disposition of our Class A ordinary shares, if such income is treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to dividends or gains realized by non-PRC individuals, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether our non-PRC shareholders would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. There is no guidance from the PRC government to indicate whether or not any tax treaties between the PRC and other countries would apply in circumstances where a non-PRC company was deemed to be a PRC tax resident, and thus there is no basis for expecting how tax treaty between the PRC and other countries may impact non-resident enterprises.

Hong Kong Taxation

Entities incorporated in Hong Kong are subject to profits tax in Hong Kong at the rate of 16.5% for each of the fiscal years ended September 30, 2024, 2023, and 2022.

Cayman Islands Taxation

The following is a discussion on certain Cayman Islands income tax consequences of an investment in the Shares. The discussion is a general summary of the present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

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.

Payments of dividends and capital in respect of our ordinary shares will not be subject to taxation in the Cayman Islands 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 Cayman Islands income or corporation tax.

United States Federal Income Taxation

The following does not address the tax consequences to any particular investor or to persons in special tax situations such as:

●	banks;
●	financial<br> institutions;
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●	insurance<br> companies;
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●	regulated<br> investment companies;
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●	real<br> estate investment trusts;
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●	broker-dealers;
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●	persons<br> that elect to mark their securities to market;
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●	U.S.<br> expatriates or former long-term residents of the U.S.;
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●	governments<br> or agencies or instrumentalities thereof;
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●	tax-exempt<br> entities;
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●	persons<br> liable for alternative minimum tax;
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●	persons<br> holding our ordinary shares as part of a straddle, hedging, conversion or integrated transaction;
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●	persons<br> that actually or constructively own 10% or more of our voting power or value (including by<br> reason of owning our ordinary shares);
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●	persons<br> who acquired our ordinary shares pursuant to the exercise of any employee share option or<br> otherwise as compensation;
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●	persons<br> holding our ordinary shares through partnerships or other pass-through entities;
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●	beneficiaries<br> of a Trust holding our ordinary shares; or
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●	persons<br> holding our ordinary shares through a trust.
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The discussion set forth below is addressed only to U.S. Holders that purchase Class A ordinary shares. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our Class A ordinary shares.

Material Tax Consequences Applicable to U.S. Holders of Our Ordinary Shares

The following sets forth the material U.S. federal income tax consequences related to the ownership and disposition of our ordinary shares. It is directed to U.S. Holders (as defined below) of our ordinary shares and is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This description does not deal with all possible tax consequences relating to ownership and disposition of our ordinary shares or U.S. tax laws, other than the U.S. federal income tax laws, such as the tax consequences under non-U.S. tax laws, state, local and other tax laws.

The following brief description applies only to U.S. Holders (defined below) that hold ordinary shares as capital assets and that have the U.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the United States in effect as of the date of this annual report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this annual report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The brief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of ordinary shares and you are, for U.S. federal income tax purposes,

●	an<br> individual who is a citizen or resident of the United States;
●	a<br> corporation (or other entity taxable as a corporation for U.S. federal income tax purposes)<br> organized under the laws of the United States, any state thereof or the District of Columbia;
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●	an<br> estate whose income is subject to U.S. federal income taxation regardless of its source;<br> or
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●	a<br> trust that (1) is subject to the primary supervision of a court within the United States<br> and the control of one or more U.S. persons for all substantial decisions or (2) has a valid<br> election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
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If a partnership (or other entities treated as a partnership for United States federal income tax purposes) is a beneficial owner of our ordinary shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding our ordinary shares are urged to consult their tax advisors regarding an investment in our ordinary shares.

An individual is considered a resident of the U.S. for Federal Income Tax purposes if they meet either the “Green Card Test” or the “Substantial Presence Test” described as follows:

The Green Card Test: You are a lawful permanent resident of the United States, at any time, if you have been given the privilege, according to the immigration laws of the United States, of residing permanently in the United States as an immigrant. You generally have this status if the U.S. Citizenship and Immigration Services (USCIS) issued you an alien registration card, Form I-551, also known as a “green card.”

The Substantial Presence Test:

If an alien is present in the United States on at least 31 days of the current calendar year, he/she will (absent an applicable exception) be classified as a resident alien if the sum of the following equals 183 days or more (See §7701(b)(3)(A) of the Internal Revenue Code and related Treasury Regulations):

1.	The<br> actual days in the United States in the current year; plus
2.	One-third<br> of his/her days in the United States in the immediately preceding year; plus
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3.	One-sixth<br> of his/her days in the United States in the second preceding year.
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Taxation of Dividends and Other Distributions on our Ordinary Shares

Subject to the PFIC (defined below) rules discussed below, the gross amount of distributions made by us to you with respect to the ordinary shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the ordinary shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a PFIC (defined below) for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is no income tax treaty between the United States and the Cayman Islands, clause (1) above can be satisfied only if the ordinary shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority, ordinary shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on certain exchanges, which presently include the NYSE and the Nasdaq Stock Market. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our ordinary shares, including the effects of any change in law after the date of this annual report.

Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our ordinary shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend income even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Taxation of Dispositions of Ordinary Shares

Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the ordinary shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the ordinary shares for more than one year, you will generally be eligible for reduced tax rates as long term capital gain. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for foreign tax credit limitation purposes which will generally limit the availability of foreign tax credits.

Passive Foreign Investment Company (“PFIC”)

A non-U.S. corporation is considered a PFIC, as defined in Section 1297(a) of the US Internal Revenue Code, for any taxable year if either:

●	at<br> least 75% of its gross income for such taxable year is passive income; or
●	at<br> least 50% of the value of its assets (based on an average of the quarterly values of the<br> assets during a taxable year) is attributable to assets that produce or are held for the<br> production of passive income (the “asset test”).
---	---

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, the value of our assets must be determined based on the market value of our ordinary shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets on any particular quarterly testing date for purposes of the asset test.

Based on our operations and the composition of our assets we do not expect to be treated as a PFIC under the current PFIC rules. We must make a separate determination each year as to whether we are a PFIC, however, and there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year. It is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. Because the value of our assets for purposes of the asset test will generally be determined based on the market price of our ordinary shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our ordinary shares. Accordingly, fluctuations in the market price of the ordinary shares may cause us to become a PFIC. In addition, the application of the PFIC rules are subject to uncertainty in several respects. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our ordinary shares from time to time) that may not be within our control. If we are a PFIC for any year during which you hold ordinary shares, we will continue to be treated as a PFIC for all succeeding years during which you hold ordinary shares. If we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, however, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the ordinary shares.

If we are a PFIC for your taxable year(s) during which you hold ordinary shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:

●	the<br> excess distribution or gain will be allocated ratably over your holding period for the ordinary<br> shares;
●	the<br> amount allocated to your current taxable year, and any amount allocated to any of your taxable<br> year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary<br> income, and
---	---
●	the<br> amount allocated to each of your other taxable year(s) will be subject to the highest tax<br> rate in effect for that year and the interest charge generally applicable to underpayments<br> of tax will be imposed on the resulting tax attributable to each such year.
---	---

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ordinary shares cannot be treated as capital, even if you hold the ordinary shares as capital assets.

A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election under Section 1296 of the US Internal Revenue Code for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold) ordinary shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the ordinary shares as of the close of such taxable year over your adjusted basis in such ordinary shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year. Such ordinary loss, however, is allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ordinary shares. Your basis in the ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above under “—Taxation of Dividends and Other Distributions on our ordinary shares” generally would not apply.

The mark-to-market election is available only for “marketable stock”, which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including the Nasdaq Capital Market. If the ordinary shares are regularly traded on the Nasdaq Capital Market and if you are a holder of ordinary shares, the mark-to-market election would be available to you were we to be or become a PFIC.

Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the US Internal Revenue Code with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. The qualified electing fund election, however, is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold ordinary shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such ordinary shares, including distributions received on the ordinary shares and any gain realized on the disposition of the ordinary shares.

If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our ordinary shares, then such ordinary shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such ordinary shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the ordinary shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your ordinary shares for tax purposes.

IRC Section 1014(a) provides for a step-up in basis to the fair market value for our ordinary shares when inherited from a decedent that was previously a holder of our ordinary shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) our ordinary shares, or a mark-to-market election and ownership of those ordinary shares are inherited, a special provision in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount equal to the Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be a PFIC at any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our ordinary shares from a U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis in those ordinary shares.

You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our ordinary shares and the elections discussed above.

Information Reporting and Backup Withholding

Dividend payments with respect to our ordinary shares and proceeds from the sale, exchange or redemption of our ordinary shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding under Section 3406 of the US Internal Revenue Code with at a current flat rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders. Transactions effected through certain brokers or other intermediaries, however, may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.

Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our ordinary shares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold ordinary shares. Failure to report such information could result in substantial penalties. You should consult your own tax advisor regarding your obligation to file a Form 8938.

F.	Dividends<br> and Paying Agents

Not applicable.

G.	Statement<br> by Experts

Not applicable.

H. Documents on Display

We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing, among other things, the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

I. Subsidiary Information

For a listing of our subsidiaries, see “Exhibit 8.1—List of subsidiaries of the Registrant.”

Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ForeignExchange Risk

Our business is conducted in the PRC by our PRC subsidiaries, whose books and records are maintained in RMB. The financial statements that we file with the SEC and provide to our shareholders are presented in U.S. dollars. Changes in the exchange rates between the RMB and U.S. dollar affect the value of our PRC subsidiaries’ assets and results of operations, when presented in U.S. dollars.

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions and perceived changes in the economy of the PRC and the United States. Any significant revaluation of the RMB may materially and adversely affect our cash flows, revenue, and financial condition. Further, our ordinary shares offered in the U.S. are offered in U.S. dollars, we need to convert the net proceeds we receive into RMB in order to use the funds for our PRC subsidiaries’ business. Changes in the conversion rate among the U.S. dollar and the RMB will affect the amount of proceeds we will have available for our PRC subsidiaries’ business.

Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into more hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

CreditRisk

Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and term deposits. As of September 30, 2024 and 2023, $804,010 and $3,431,979, respectively, in cash deposits, was held at major financial institutions in mainland PRC, respectively. Per mainland PRC regulations, the maximum insured bank deposit amount RMB500,000 for each financial institution. As of September 30, 2024 and 2023, cash of $34,059 and $3,112,082, respectively, was held at major financial institutions in Hong Kong, PRC. The bank deposits with financial institutions in the Hong Kong Special Administrative Region are insured by the government authority up to Hong Kong Dollar 500,000. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

Accounts receivable are typically unsecured and derived from revenue earned from customers, thereby exposed to credit risk. The risk is mitigated by our assessment of our customers’ creditworthiness and our ongoing monitoring of outstanding balances. Other receivables include working capital support provided to major suppliers, which are also typically unsecured. We also make advances to certain suppliers to ensure the stable supply of key raw materials. We perform ongoing credit evaluations of our key suppliers to help reduce credit risk.

InterestRate Risk

We have not used derivative financial instruments to hedge interest risk. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed, nor do we anticipate being exposed to material risks due to changes in market interest rates. Our future interest income, however, may fall short of expectations due to changes in market interest rates.

InflationRisk

In recent years, inflation has not had a material impact on our results of operations. According to the National Bureau of Statistics of China, the consumer price index in China increased by 0.2%, 0.2%, and 2.0% in 2024, 2023, and 2022, respectively. Although we have not in the past been materially affected by inflation since our inception, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China. If inflation rises, it may materially and adversely affect our business.

Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

Not applicable.

Part

Item13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

See “Item 10. ADDITIONAL INFORMATION” for a description of the rights of securities holders, which remain unchanged.

Use of Proceeds

The following “Use of Proceeds” information relates to the registration statement on Form F-1, as amended (File Number 333-255891) for our initial public offering, which was declared effective by the SEC on June 21, 2022. In June 2022, we completed our initial public offering in which we issued and sold an aggregate of 5,060,000 Class A ordinary shares, at a price of $4.00 per share for gross proceeds of $20,240,000.

The proceeds raised from the initial public offering were $18,275,182 after deducting underwriting discounts and the offering expenses payable by us. As of the date of this annual report, we had used $nil, $nil, $nil, $nil, and $18,275,182 from the net proceeds for (i) acquisitions of tutorial centers for non-English foreign language for Gaokao, as well as overseas schools and tutorial centers; (ii) research and development of the courses related to non-English foreign language for Gaokao, and the expansion of the operating center for non-English foreign language for Gaokao; (iii) acquisitions of tutorial centers for language training; (iv) the recruitment and retention of teachers and management personnel; and (v) working capital and other general corporate purposes, respectively.

Item 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of September 30, 2024, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange Act. There are inherent limitations to the effectiveness of any disclosure controls and procedure systems, including the possibility of human error and circumventing or overriding them. Even if effective, disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2024, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures were completed, failed to provide reasonable assurance that the information we are required to disclose in the reports we file or submit under the Exchange Act (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of September 30, 2024.

In the course of preparing our consolidated financial statements for the year ended September 30, 2024, we identified the following material weaknesses: 1) we lack sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address certain accounting issues, and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements, (2) we lack formal accounting policies and procedures manual to ensure proper financial reporting in accordance with U.S. GAAP and SEC reporting requirements, and (3) for certain related party transactions, we do not have an audit committee process for review, approval, or related documentation in place.

Our management is currently in the process of evaluating the steps necessary to remediate the ineffectiveness, such as (i) hiring more qualified accounting personnel 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, and (iii) setting up formal protocols to review, approve, and document related party transactions.

However, we cannot assure you that we will remediate our control deficiencies in a timely manner. The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligation. See “Item 3. Key Information—D. Risk Factors— During the course of the audit of our consolidated financial statements, we identified material weaknesses in our internal control over financial reporting. If we fail to establish and maintain an effective system of internal control over financial reporting, our ability to accurately and timely report our financial results or prevent fraud may be adversely affected, and investor confidence and the market price of our ordinary shares may be adversely impacted.” Additionally, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses in our internal control over financial 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.

Item16. [RESERVED]

Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Mr. Yidong Hao qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F. Mr. Yidong Hao satisfies the “independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules as well as the independence requirements of Rule 10A-3 under the Exchange Act.

Item 16B. CODE OF ETHICS

Our board of directors has adopted a code of business conduct and ethics, which is applicable to all of our directors, officers, and employees. Our code of business conduct and ethics is publicly available on our website.

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered and billed by our independent registered public accounting firm, for the periods indicated.

****	For the Fiscal Years Ended September 30,
****	2024		2023		2022
Audit fees^(1)^	$	360,000	$	285,000	$	280,000
Audit-Related fees		-		-		-
Tax fees		-		-		-
All other fees^(2)^		-		-		-
Total	$	360,000	$	285,000		280,000
(1)	Audit<br> fees include the aggregate fees billed for each of the fiscal years for professional services<br> rendered by our independent registered public accounting firm for the audit of our annual<br> financial statements or for the audits of our financial statements and review of the interim<br> financial statements in fiscal year 2024.
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(2)	All<br> other fees include the aggregate fees billed in each of the fiscal years for products and<br> services provided by our independent registered public accounting firm, other than the services<br> reported under audit fees, audit-related fees, and tax fees.
---	---

The Audit Committee has adopted a policy requiring that all audit services to be performed by Assentsure PAC, our independent registered public accounting firm.

Item16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

Item16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

On November 22, 2023, the Company removed Marcum Asia CPAs LLP (“Marcum Asia”) as its independent registered public accounting firm, effective immediately. The Company’s decision was not the result of any disagreement between the Company and Marcum Asia on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. There have been no disagreements of the type required to be disclosed by Item 16F(b).

On November 22, 2023, the Company appointed Assentsure PAC as its independent registered public accounting firm, effective immediately. The appointment of Assentsure PAC was made after a careful consideration and evaluation process undertaken by the Company and was approved by the audit committee of the board of directors of the Company, as well as the Company’s board of directors.

On October 8, 2024, at the 2024 Annual General Meeting of Shareholders of the Company, the shareholders ratified the appointment of Assentsure PAC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025.

Item 16G. CORPORATE GOVERNANCE

As an exempted company incorporated in the Cayman Islands with limited liability that is listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. Nasdaq rules, however, permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards.

Nasdaq Listing Rule 5635 generally provides that shareholder approval is required of U.S. domestic companies listed on Nasdaq prior to issuance (or potential issuance) of securities (i) equaling 20% or more of the company’s common stock or voting power for less than the greater of market or book value; (ii) resulting in a change of control of the company; and (iii) which is being issued pursuant to a stock option or purchase plan to be established or materially amended or other equity compensation arrangement made or materially amended. Notwithstanding this general requirement, Nasdaq Listing Rule 5615(a)(3)(A) permits foreign private issuers to follow their home country practice rather than these shareholder approval requirements. The Cayman Islands do not require shareholder approval prior to any of the foregoing types of issuances. We, therefore, are not required to obtain such shareholder approval prior to entering into a transaction with the potential to issue securities as described above. Specifically, we have elected to be exempt from the requirements under (a) Nasdaq Listing Rule 5635 to obtain shareholder approval for (i) the issuance 20% or more of our outstanding ordinary shares or voting power in a private offering, (ii) the issuance of securities pursuant to a stock option or purchase plan to be established or materially amended or other equity compensation arrangement made or materially amended, (iii) the issuance of securities when the issuance or potential issuance will result in a change of control of our Company, and (iv) certain acquisitions in connection with the acquisition of the stock or assets of another company and (b) Nasdaq Listing Rule 5640, which requires that the voting rights of a listed company cannot be disparately reduced or restricted through any corporate action or issuance.

Nasdaq Listing Rule 5605(b)(1) requires listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. Currently, a majority of our board members are independent. However, if we change our board composition such that independent directors do not constitute a majority of our board of directors, our shareholders may be afforded less protection than they would otherwise enjoy under Nasdaq’s corporate governance requirements applicable to U.S. domestic issuers. See “Item 3. KEY INFORMATION—D. Risk Factors—Risks Relating to Our ordinary shares and the Trading Market—Because we are a foreign private issuer and have taken advantage of exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.”

Other than those described above, there are no significant differences between our corporate governance practices and those followed by U.S. domestic companies under Nasdaq corporate governance listing standards.

Item16H. MINE SAFETY DISCLOSURE

Not applicable.

Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Item16J. INSIDER TRADING POLICIES

The Company has adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, senior management and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.

Item16K. CYBERSECURITY.

The Company’s executive officers oversee the strategic processes to safeguard data and comply with relevant regulations and has overall responsibility for evaluating cybersecurity risks, as well as related policies and risks in connection with the company’s supply chain, suppliers and other service providers. The Company does not currently engage any assessors, consultants, auditors, or other third parties in connection with any such processes, given the size and scale of the Company, the resources available to it, the anticipated expenditures, and the risks it faces in terms of cybersecurity. The Company’s executive officers are responsible for overseeing and periodically reviewing and identifying risks from cybersecurity threats associated with its use of any third-party service provider.

Since the start of its latest completed fiscal year and up to the date of this Annual Report, the Company is not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the registrant, including its business strategy, results of operations, or financial condition.

The Company’s board of directors is collectively responsible for oversight of risks from cybersecurity threats. The Company’s executive officers oversee the overall processes to safeguard data and comply with relevant regulations and will report material cybersecurity incidents to the board. The Company’s executive officers have limited experience in the area of cybersecurity, but where necessary in the view of the Company’s executive officers, the Company will consult with external advisers to manage and remediate any cybersecurity incidents. For material cybersecurity incidents, the Company’s executive officers will promptly inform, update, and seek the instructions of the board.

Part

III

Item17. FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to Item 18.

Item 18. FINANCIAL STATEMENTS

The consolidated financial statements of Golden Sun Health Technology Group Limited, and its operating entities are included at the end of this annual report.

Item19. EXHIBITS

EXHIBIT

INDEX

Exhibit No.	Description

4.10**	English<br> translation of Equity Transfer Agreement between Ye Linhui and Wenzhou Lilong Logistics Service Co., Ltd, dated February 24, 2023,<br> regarding the acquisition of a 10% equity interest in Zhejiang Fuyouyuan Health Technology Co., Ltd.
4.11**	English<br> translation of Equity Transfer Agreement between Shanghai Xianjin Technology Development Co., Ltd. and Shanghai Daizong Business<br> Consulting Co., Ltd., dated May 10, 2023, regarding the acquisition of a 19% equity interest in Shanghai Daizong Business Consulting<br> Co., Ltd.
4.12**	English<br> translation of Share Purchase Agreement regarding the between Wenzhou Lilong Logistics Service Co., Ltd and two individual shareholders,<br> dated April 10, 2023, and a supplemental agreement, dated September 20, 2023, regarding the acquisition of an approximate 100% equity<br> interest of Kaiye (Wenzhou) Water Project Development Co., Ltd
4.13**	English<br> translation of a loan agreement, dated January 16, 2023, with Zhejiang Wenzhou Longwan Rural Commercial Bank, to obtain a loan of<br> RMB4,900,000 for a term from January 17, 2023 to January 16, 2026 at a fixed rate of 4.56% per annum
4.14**	English<br> translation of a loan agreement, dated February 15, 2023, with Wenzhou Minshang Bank to obtain a loan of RMB8,500,000 for a term<br> from February 15, 2023 to February 15, 2028 at a fixed annual interest rate of 7.5%
4.15*	Joint Venture Agreement, dated August 16, 2014, by and among Shanghai Golden Sun Gongyu Education Technology Co., Ltd., a Cayman Islands company and partners Shen Zuxian and Yi Xiang’an
4.16	Securities<br> Purchase Agreement, dated October 28, 2024 (the “SPA”), by and among Golden Sun Health Technology Group Limited, Brixton<br> GSH Fund LLC and Zion Asset Management Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 6-K, filed<br> with the SEC on December 6, 2024, File No. 0001213900-24-106500)
4.17	Form<br> of Senior Secured Note, dated October 28, 2024, issued to Brixton GSH Fund LLC and Zion Asset Management Limited, pursuant to the<br> SPA of the same date (incorporated by reference to Exhibit 10.2 to the Current Report on Form 6-K, filed with the SEC on December<br> 6, 2024, File No. 0001213900-24-106500)
4.18	Form<br> of Shareholder Pledge Agreement, dated October 28, 2024, issued to Brixton GSH Fund LLC and Zion Asset Management Limited, pursuant<br> to the SPA of the same date (incorporated by reference to Exhibit 10.3 to the Current Report on Form 6-K, filed with the SEC on December<br> 6, 2024, File No. 0001213900-24-106500)
4.19*	Form<br> of Warrant, dated October 28, 2024, issued to Brixton GSH Fund LLC and Zion Asset Management Limited, pursuant to the SPA of the<br> same date.
8.1*	List<br> of subsidiaries of the Registrant
11.1	Code<br> of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 99.1 to the registration statement<br> on Form F-1 (File No. 333-255891), as amended, initially filed with the Securities and Exchange Commission on May 7, 2021)
12.1*	Certification<br> of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*	Certification<br> of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1 ***	Certification<br> of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2<br> ***	Certification<br> of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1*	Consent of Pacgate Law Firm
19.1*	Insider<br> Trading Policy
97.1**	Policy<br> Relating to Recovery of Erroneously Awarded Compensation
101*	The<br> following financial statements from the Company’s Annual Report on Form 20-F for the fiscal year ended September 30, 2024,<br> formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii)<br> Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial<br> Statements, tagged as blocks of text and including detailed tags

| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | * | Filed with this annual report on Form 20-F | | --- | --- | | ** | Previously filed | | --- | --- | | *** | Furnished with this annual report on Form 20-F | | --- | --- |

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	Golden Sun Health Technology Group Limited
	By:	/s/<br> Xueyuan Weng
		Xueyuan Weng
		Chief Executive Officer, Director, and
		Chairman of the Board of Directors
Date: February 14, 2025

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES

INDEX

TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements

| Report of Independent Registered Public Accounting Firm (PCAOB ID 6783) | F-2 |

| Report of Independent Registered Public Accounting Firm (PCAOB ID 5395) | F-3 |

| Consolidated Balance Sheets as of September 30, 2024 and 2023 | F-4 |

| Consolidated Statements of Operations and Comprehensive Loss for the Years Ended September 30, 2024, 2023 and 2022 | F-5 |

| Consolidated Statements of Changes in Equity (Deficit) for the Years Ended September 30, 2024, 2023 and 2022 | F-6 |

| Consolidated Statements of Cash Flows for the Years Ended September 30, 2024, 2023 and 2022 | F-7 |

| Notes to Consolidated Financial Statements | F-8 |

F-1

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Golden Sun Health Technology Group Ltd

Opinionon the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Golden Sun Health Technology Group Ltd and its subsidiaries (formerly known as Golden Sun Education Group Limited, collectively, the “Company”) as of September 30, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the each of the two years in the period ended September 30, 2024 and 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial positions of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

We also audited adjustments to the FY2022 consolidated financial statements to retroactively apply the effects of the reverse stock split as described in Note 15 to the financial statements. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the Company’s FY2022 consolidated financial statements other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the FY2022 consolidated financial statements as a whole.

ExplanatoryParagraph - Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations, has a significant accumulated deficits and continues to experience negative cash flows from operations. These factors raise substantial doubts about the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement. We believe that our audits provide a reasonable basis for our opinion.

/s/ Assentsure PAC

We have served as the Company’s auditor since 2023.

Singapore

February 14, 2025

PCAOB ID No. 6783

F-2

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Golden Sun Health Technology Group Limited (formerly known as Golden Sun Education Group Limited)

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the change in accounting related to the share split described in Note 15, the accompanying consolidated balance sheet of Golden Sun Health Technology Group Limited and its subsidiaries (collectively, the “Company”) as of September 30, 2022, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the year ended September 30, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, except for the effects of the adjustments to retrospectively apply the change in accounting related to the share split described in Note 15, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022, and the results of its operations and its cash flows for the year ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review or apply any procedures to the adjustments to retrospectively apply the change in accounting related to the share split as described in Note 15, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.

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 consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. 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 audit to obtain reasonable assurance about whether the consolidated 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 audit, 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 consolidated 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 consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum Asia CPAs LLP

New York, New York

We served as the Company’s auditor from 2022 to 2023.

February 14, 2023

F-3

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED

BALANCE SHEETS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)


			2023
ASSETS
CURRENT ASSETS:
Cash<br> and cash equivalents	839,622		$	6,552,708
Accounts<br> receivable, net	50,765			39,331
Accounts<br> receivable - related parties	-			15,077
Contract<br> assets	563,583			423,532
Inventories	375,881			153,851
Acquisition<br> deposit	5,517,719			3,602,000
Prepayments<br> and other current assets	3,005,505			1,267,347
TOTAL<br> CURRENT ASSETS	10,353,075			12,053,846
NON<br> CURRENT ASSETS:
Property,<br> equipment and intangible assets, net	211,672			314,652
Long-term<br> investments	4,617,863			5,247,866
Operating<br> lease right-of-use assets, net	702,453			1,358,342
Prepayments<br> and other non-current assets	1,198,406			473,387
TOTAL<br> NON CURRENT ASSETS	6,730,394			7,394,247
TOTAL<br> ASSETS	17,083,469		$	19,448,093
LIABILITIES<br> AND EQUITY
CURRENT<br> LIABILITIES:
Short-term<br> bank loans	-		$	33,717
Long-term<br> bank loans - current portion	1,567,487			-
Accounts<br> payable	1,408,467			974,314
Deferred<br> revenue	4,123,849			3,988,699
Accrued<br> expenses and other liabilities	1,231,128			1,041,832
Refund<br> liabilities	323,671			333,030
Loan<br> from third parties	447,914			15,064
Operating<br> lease liabilities-current	246,809			551,384
Taxes<br> payable	4,223,538			3,877,710
TOTAL<br> CURRENT LIABILITIES	13,572,863			10,815,750
NON<br> CURRENT LIABILITIES:
Operating<br> lease liabilities-non-current	409,703			882,617
Long-term<br> bank loans - non-current portion	1,766,986			3,207,237
Due<br> to a related party	854,271			63,689
Long-term<br> loan from third party	68,275			102,535
TOTAL<br> NON CURRENT LIABILITIES	3,099,235			4,256,078
TOTAL<br> LIABILITIES	16,672,098			15,071,828
COMMITMENTS<br> AND CONTINGENCIES (NOTE 16)
EQUITY:
Authorized share capital of 50,000 divided into 9,000,000 Class A ordinary shares of 0.005 par value per share and 1,000,000 Class B ordinary shares of 0.005 par value per share; with 1,577,944 Class A ordinary shares issued and outstanding as of September 30, 2024 and 2023 and 403,000 Class B ordinary shares issued and outstanding as of September 30, 2024 and 2023*
Class<br> A ordinary shares	7,890			7,890
Class<br> B ordinary shares	2,015			2,015
Additional<br> paid in capital	19,450,741			19,467,664
Statutory<br> reserves	1,007,027			1,007,027
Accumulated<br> deficit	(18,541,751	)		(14,835,585	)
Accumulated<br> other comprehensive loss	(1,208,386	)		(1,221,021	)
TOTAL<br> SHAREHOLDERS’ EQUITY	717,536			4,427,990
Non-controlling<br> interests	(306,165	)		(51,725	)
TOTAL<br> EQUITY	411,371			4,376,265
TOTAL<br> LIABILITIES AND EQUITY	17,083,469		$	19,448,093

All values are in US Dollars.

*	Retroactively restated for ten-for-one share consolidation with effective date of April 18, 2024.

The

accompanying notes are an integral part of these consolidated financial statements.

F-4

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED

STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

	For<br> the Years Ended September 30,
	2024			2023			2022
Revenues<br> - third parties	$	10,065,756		$	5,845,128		$	10,104,036
Revenues<br> - related parties		93,264			310,465			710,620
Total<br> revenues		10,159,020			6,155,593			10,814,656
Cost<br> of revenues		7,796,239			4,363,124			6,003,258
Gross<br> profit		2,362,781			1,792,469			4,811,398
Operating<br> expenses:
Selling<br> expenses		762,451			1,102,019			1,634,155
General<br> and administrative expenses		4,163,160			6,828,120			4,717,664
Total<br> operating expenses		4,925,611			7,930,139			6,351,819
Loss<br> from operations		(2,562,830	)		(6,137,670	)		(1,540,421	)
Other<br> income (expense):
Interest<br> expense, net		(243,530	)		(331,692	)		(213,894	)
Investment<br> loss		(816,472	)		(18,866	)		-
Other<br> (expense) income, net		(327,403	)		845,012			(9,505	)
Total<br> other income (expense), net		(1,387,405	)		494,454			(223,399	)
Loss<br> before income taxes		(3,950,235	)		(5,643,216	)		(1,763,820	)
Income<br> taxes provision		18,617			136,838			354,529
Net<br> loss		(3,968,852	)		(5,780,054	)		(2,118,349	)
Less:<br> net (loss) income attributable to non-controlling interests		(262,686	)		6,257			20,971
Net<br> loss attributable to the Company	$	(3,706,166	)	$	(5,786,311	)	$	(2,139,320	)
Net<br> loss	$	(3,968,852	)	$	(5,780,054	)	$	(2,118,349	)
Other<br> comprehensive loss
Foreign<br> currency translation adjustments		3,958			(401,800	)		865,026
Comprehensive<br> loss		(3,964,894	)		(6,181,854	)		(1,253,323	)
Less:<br> comprehensive (loss) income attributable to non-controlling interests		(271,363	)		7,530			27,294
Comprehensive<br> loss attributable to the Company	$	(3,693,531	)	$	(6,189,384	)	$	(1,280,617	)
Loss<br> per share
Basic<br> and diluted*	$	(1.87	)	$	(3.08	)	$	(1.48	)
Weighted<br> average number of shares outstanding
Basic<br> and diluted*		1,980,944			1,880,149			1,443,316

*	Retroactively restated for ten-for-one share consolidation with effective date of April 18, 2024.

The

accompanying notes are an integral part of these consolidated financial statements.

F-5

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF CHANGES IN EQUITY(DEFICIT)

FOR

THE YEARS ENDED SEPTEMBER 30, 2024, 2023 AND 2022

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

	Class<br> A Ordinary shares				Class<br> B Ordinary shares				Additional<br><br> paid in			Statutory		Accumulated			Accumulated<br><br> other<br> comprehensive			Non-<br><br> controlling			Total<br> <br> (deficit)
	Shares*		Amount		Shares*		Amount		capital			Reserves		deficit			loss			interests			equity
Balance<br> as of October 1, 2021		969,395	$	4,847		403,000	$	2,015	$	18,783		$	857,370	$	(6,760,297	)	$	(1,676,651	)	$	(86,549	)	$	(7,640,482	)
Shares<br> issued in initial public offering		506,000		2,530		-		-		17,624,394			-		-			-			-			17,626,924
Shares<br> issued for exercise of underwriter’s warrants		29,549		148		-		-		(148	)		-		-			-			-			-
Net<br> (loss) income		-		-		-		-		-			-		(2,139,320	)		-			20,971			(2,118,349	)
Statutory<br> reserve		-		-		-		-		-			106,993		(106,993	)		-			-			-
Foreign<br> currency translation adjustments		-		-		-		-		-			-		-			858,703			6,323			865,026
Balance<br> as of September 30, 2022		1,504,944	$	7,525		403,000	$	2,015	$	17,643,029		$	964,363	$	(9,006,610	)	$	(817,948	)	$	(59,255	)	$	8,733,119
Share<br> base compensation		73,000		365		-		-		1,824,635			-		-			-			-			1,825,000
Net<br> (loss) income		-		-		-		-		-			-		(5,786,311	)		-			6,257			(5,780,054	)
Statutory<br> reserve		-		-		-		-		-			42,664		(42,664	)		-			-			-
Foreign<br> currency translation adjustments		-		-		-		-		-			-		-			(403,073	)		1,273			(401,800	)
Balance<br> as of September 30, 2023		1,577,944	$	7,890		403,000	$	2,015	$	19,467,664		$	1,007,027	$	(14,835,585	)	$	(1,221,021	)	$	(51,725	)	$	4,376,265
Net<br> loss		-		-		-		-		-			-		(3,706,166	)		-			(262,686	)		(3,968,852	)
Deemed<br> distribution to non-controlling shareholder		-		-		-		-		(16,923	)		-		-			-			16,923			-
Foreign<br> currency translation adjustments		-		-		-		-		-			-		-			12,635			(8,677	)		3,958
Balance<br> as of September 30, 2024		1,577,944	$	7,890		403,000	$	2,015	$	19,450,741		$	1,007,027	$	(18,541,751	)	$	(1,208,386	)	$	(306,165	)	$	411,371

*	Retroactively restated for ten-for-one shares consolidation with effective date of April 18, 2024.

The

accompanying notes are an integral part of these consolidated financial statements.

F-6

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

	For<br> the Years Ended September 30,
	2024			2023			2022
Cash flows from operating<br> activities:
Net<br> loss	$	(3,968,852	)	$	(5,780,054	)	$	(2,118,349	)
Adjustments<br> to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation<br> and amortization		92,649			153,405			169,808
Loss<br> on disposition of property, equipment and intangible assets		180,731			117,043			-
Investment<br> loss		816,472			18,866			-
Share-based<br> compensations		-			1,825,000			-
Changes<br> in allowance for credit losses		14,125			(61,303	)		171,716
Inventories<br> written down		124,132			-			-
Amortization<br> of operating lease right-of-use assets		386,853			322,842			-
Changes<br> in operating assets and liabilities:
Accounts<br> receivable		(23,743	)		288,661			295,847
Accounts<br> receivable-related parties		15,269			39,698			(59,513	)
Inventories		(334,462	)		(159,145	)		-
Prepayments<br> and other assets		(2,361,151	)		235,752			885,417
Contract<br> assets		(120,054	)		(101,946	)		300,923
Accounts<br> payable		385,251			336,763			514,569
Accrued<br> expenses and other liabilities		257,580			(1,096,865	)		1,759,627
Deferred<br> revenue		(22,488	)		(347,986	)		(1,425,561	)
Refund<br> liabilities		(21,985	)		104,770			(85,397	)
Operating<br> lease liabilities		(508,226	)		(244,579	)		-
Taxes<br> payable		187,016			133,017			501,164
Net<br> cash (used in) provided by operating activities		(4,900,883	)		(4,216,061	)		910,251
Cash<br> flows from investing activities:
Long-term<br> investments		(113,385	)		(5,447,308	)		-
Prepayment<br> for acquisition		(1,726,878	)		(3,725,943	)		-
Purchase<br> of property and equipment		(133,146	)		(248,964	)		(174,074	)
Prepayment<br> for intangible assets		-			(28,356	)		-
Net<br> cash used in investing activities		(1,973,409	)		(9,450,571	)		(174,074	)
Cash<br> flows from financing activities:
Proceeds<br> from initial public offering		-			-			18,275,182
Proceeds<br> from short-term bank loans		-			247,544			228,896
Repayment<br> of short-term bank loans		(34,146	)		(212,666	)		(976,622	)
Proceeds<br> from long-term bank loans		-			7,570,924			2,343,893
Repayment<br> of long-term bank loans		-			(7,307,218	)		(375,389	)
Proceeds<br> from (repayment to) related parties		767,633			166,838			(771,089	)
Proceeds<br> from (repayment to) third party loans		383,717			(218,621	)		61,039
Payment<br> of issuance costs		-			-			(151,646	)
Net<br> cash provided by (used in) financing activities		1,117,204			246,801			18,634,264
Effect<br> of exchange rates changes on cash and cash equivalents		44,002			(374,962	)		(215,720	)
Net<br> (decrease) increase in cash and cash equivalents		(5,713,086	)		(13,794,793	)		19,154,721
Cash<br> and cash equivalents beginning of year		6,552,708			20,347,501			1,192,780
Cash<br> and cash equivalents end of year	$	839,622		$	6,552,708		$	20,347,501
Supplemental<br> cash flow disclosures:
Cash<br> paid for income tax	$	7,813		$	2,563		$	147
Cash<br> paid for interest	$	273,074		$	352,842		$	215,617
Non-cash<br> activities
Reclassification<br> of deferred issuance costs	$	-		$	-		$	496,612
Operating<br> lease right-of-use assets (extinguished) obtained in exchange for operating lease liabilities	$	(304,530	)	$	1,727,924		$	-

The

accompanying notes are an integral part of these consolidated financial statements.

F-7

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note1 — ORGANIZATION AND BUSINESS DESCRIPTION

Golden Sun Health Technology Group Limited (“Golden Sun”), is an exempted company that was incorporated under the laws of Cayman Islands on September 20, 2018 that serves as a holding company with no material operations of its own. Golden Sun, through its subsidiaries in the People’s Republic of China (“China” or “PRC”) (the PRC subsidiaries and Golden Sun collectively, the “Company”), is primarily engaged in the provision of education services and e-commerce in the PRC. Beginning in late 2023, in addition to providing foreign language tutorial and training services, the Company initiated a strategic expansion to the e-commerce and health related product sales. Beginning in late 2024, the Company planned to expand into the cultural tourism industry and established a subsidiary Shanghai Fuyang Cultural and Tourism Development Co., Ltd. on September 5, 2024. For the year ended September 30, 2024, this new subsidiary did not generate any revenue.

As of September 30, 2024, the Company’s subsidiaries are as follows:

Subsidiaries	Date of<br> Incorporation	Jurisdiction of<br> Formation	Percentage of <br> direct/indirect<br> Economic<br> Ownership			Principal<br> Activities

| Zhejiang Golden Sun Education Technology Group Co., Ltd. (“Golden Sun Wenzhou” or “WFOE”) | October 24, 2018 | PRC | | 100 | % | Education and management service |

| Wenzhou City Ouhai District Yangfushan Culture Tutorial School (“Yangfushan Tutorial”) | May 5, 2008 | PRC | | 100 | % | Tutorial service |

| Shanghai Golden Sun Gongyu Education Technology Co., Ltd. (“Gongyu Education”) | September 15, 2017 | PRC | | 100 | % | Education and management service |

| Xianjin Technology Development Co., Ltd. (“Xianjin Technology”) | February 20, 2012 | PRC | | 85 | % | Education service |

| Shanghai Zhouzhi Culture Development Co., Ltd (“Zhouzhi Culture”) | December 11, 2012 | PRC | | 100 | % | Tutorial service |

| Hangzhou Jicai Education Technology Co. Ltd., (“Hangzhou Jicai”) | April 10, 2017 | PRC | | 100 | % | Tutorial service |

| Shanghai Yangpu District Jicai Tutorial School (“Shanghai Jicai”) (b) | March 13, 2001 | PRC | | 100 | % | Tutorial service |

| Shanghai Hongkou Practical Foreign Language School (“Hongkou Tutorial”) (c) | February 6, 2004 | PRC | | 76.5 | % | Tutorial service |

| Wenzhou Lilong Logistics Services Co., Ltd. (“Lilong Logistics”) | December 17, 2019 | PRC | | 100 | % | Education logistics and accommodation service |

| Shanghai Qinshang Education Technology Co., Ltd (“Qinshang Education”) | December 12, 2019 | PRC | | 100 | % | Educational training service |

| Shanghai Fuyouyuan Health Technology Co., Ltd, (“Fuyouyuan”) | March 7, 2023 | PRC | | 52 | % | Health business |

| Shanghai Jinheyu Biotechnology Co., Ltd. (“Shanghai Jinheyu”) | August 15, 2023 | PRC | | 51 | % | Health business |

| Zhejiang Golden Sun Selection Technology Co., Ltd.(“Golden Sun Selection”) | November 17, 2023 | PRC | | 100 | % | E-commerce service |

| Shanghai Fuyang Cultural and Tourism Development Co., Ltd. (“Fuyang”) | September 5, 2024 | PRC | | 51 | % | Cultural and Tourism |

(a)	Golden Sun (SH) formerly known as CF (HK) Heath Technology Limited, changed its name on September 25, 2024.
(b)	Due to the fact that Shanghai Jicai had no business activities, the Board of Directors approved to close Shanghai Jicai on September 7, 2023. The deregistration had been completed on December 9, 2024. This closure did not represent a strategic shift and had no significant effect on the Company’s operations and financial results; therefore, no discontinued operations were presented.
(c)	On November 20, 2023, Xianjin Technology injected paid-in-capital of $69,249 (RMB500,000) to exchange 10% equity interests from the non-controlling shareholder of Hongkou Tutorial. After this injection, Xianjin Technology holds 90% equity interests in Hongkou Tutorial.

F-8

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note1 — ORGANIZATION AND BUSINESS DESCRIPTION (continued)

Basisof Preparation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.

Non-controllinginterests

Non-controlling interest represents the portion of the net assets of subsidiaries attributable to interests that are not owned or controlled by the Company. The non-controlling interest is presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interest’s operating results are presented on the face of the consolidated statements of operations and comprehensive loss as an allocation of the total income for the year between non-controlling shareholders and the shareholders of the Company. As of September 30, 2024 and 2023, non-controlling interests represented non-controlling shareholders’ proportionate share of the equity interests in Hongkou Tutorial, Xianjin Technology, Fuyouyuan, Shanghai Jinheyu and Fuyang.

Segmentreporting

ASC Topic 280, Segment Reporting (“Topic 280”) establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. The Company currently operates in two reportable operating segments: (i) education, (ii) e-commerce.

EmergingGrowth Company Status

The Company is an “emerging growth company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

F-9

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Usesof estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result. Significant estimates required to be made by management include, but are not limited to, determinations of the useful lives and valuation of long-lived assets, valuation of inventories, estimates of allowances for credit losses, contract assets, commission payables, refund liabilities, revenue recognition, and valuation allowance for deferred tax assets.

Cashand cash equivalents

Cash and cash equivalents represent cash on hand and cash at banks or other financial institutions, which are unrestricted as to withdrawal or use, and which have original maturities of three months or less and are readily convertible to known amounts of cash.

Fairvalue of financial instruments

ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

●	Level<br> 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in<br> active markets.
●	Level<br> 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets,<br> quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable<br> and inputs derived from or corroborated by observable market data.
---	---
●	Level<br> 3 — inputs to the valuation methodology are unobservable.
---	---

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, prepayments and other current assets, acquisition deposit, accounts payable, deferred revenue, accrued liabilities, due to related parties, short term bank loans and taxes payable, approximates their recorded values due to their short-term maturities. The Company determined that the carrying value of the long-term liabilities approximated their present value as the interest rates applied reflect the current quoted market yield for comparable financial instruments.

F-10

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accountsreceivable, net

Accounts receivables are recognized and carried at original invoiced amount less an estimated allowance for credit losses. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. The Company adopted this guidance effective from October 1, 2022. The Company establishes a provision for credit losses based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of operations and comprehensive loss. Delinquent account balances are written-off against the allowance for credit losses after management has determined that the likelihood of collection is not probable. For the year ended September 30, 2024 and 2023, $27,761 and $7,263 was written off against accounts receivables, respectively. Allowance for credit losses amounted to $nil and $13,465 as of September 30, 2024 and 2023, respectively.

Inventories

The Company values its inventories at the lower of cost, or net realizable value. The Company reviews its inventories periodically to determine if any markdown is necessary for potential obsolescence or if a write-down is necessary if the carrying value exceeds net realizable value.

Prepaymentand other assets

Prepayment and other assets primarily consist of prepaid rents, prepaid service fee, advances to vendors for purchasing goods or services that have not been received or provided, loans to third-parties, security deposits made to customers, advances to employees, and prepayment for acquisition. Prepayment and other assets are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the collectability of the advance becomes doubtful. The Company uses the aging method to estimate the allowance for uncollectible balances. The allowance is also based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. Actual amounts received or utilized may differ from management’s estimate of credit worthiness and the economic environment. Other receivables are written off against the allowances only after exhaustive collection efforts. For the year ended September 30, 2024, 2023 and 2022, $nil, $10,378 and $48,373 was written off against other receivables, respectively. No allowance for credit losses was recorded as of September 30, 2024 and 2023, respectively.

Acquisitiondeposit

Acquisition deposit represents the prepaid amount provided to the original shareholders of the target company to secure the intended acquisition.

Property,equipment and intangible assets, net

Property, equipment and intangible assets are recorded at cost less accumulated depreciation and amortization. Depreciation is provided in the amounts sufficient to depreciate the cost of the related assets over their useful lives using the straight-line method, as follows:

	Useful life
Office<br> equipment	3-5 years
Leasehold<br> improvement	3-5 years
Software	3 years

The Company's acquired intangible assets with definite useful lives only consist of internal used software. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its internal use software with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated economic lives, which is determined to be approximately 3 years. ****

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of operations and other comprehensive loss in other income or expenses.

F-11

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairmentof long-lived assets

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment charge was recognized for the years ended September 30, 2024, 2023 and 2022.

Long-terminvestments

Long-term investments are primarily consisted of equity investments in privately held entities accounted for using the measurement alternative and equity investments accounted for using the equity method. On October 1, 2022, the Company adopted ASU 2016-01 Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. According to the guidance, the Company started to record equity investments at fair value, with gains and losses recorded through net earnings. And the Company elected to measure certain equity investments without readily determinable fair value at cost, less impairments, plus or minus observable price changes and assess for impairment quarterly.

Equityinvestments without readily determinable fair values

After the adoption of this new accounting standard, the Company elected to record equity investments without readily determinable fair values and not accounted for under the equity method at cost, less impairment, adjusted for subsequent observable price changes on a nonrecurring basis, and report changes in the carrying value of the equity investment in current earnings. Changes in the carrying value of the equity investment are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer. Reasonable efforts shall be made to identify price changes that are known or that can reasonably be known.

Equityinvestments with readily determinable fair values

Equity investments with readily determinable fair values are measured and recorded at fair value using the market approach based on the quoted prices in active markets at the reporting date.

Equityinvestments accounted for using the equity method

The Company accounts for its equity investment over which it has significant influence but does not own a majority equity interest or otherwise control, using the equity method. The Company adjusts the carrying amount of the investment and recognizes investment income or loss for its share of the earnings or loss of the investee after the date of investment. The Company assesses its equity investment for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, operating performance of the entity, including current earnings trends and undiscounted cash flows, and other entity-specific information. The fair value determination, particularly for investments in a privately held entity, requires judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investment and determination of whether any identified impairment is other-than-temporary.

F-12

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenuerecognition

The Company generates revenues primarily from tuitions fees and other fees collected from services provided. Revenue is recognized when the price is fixed or determinable, persuasive evidence of the arrangement exists, the service is performed or the product is delivered and collectability of the resulting receivable is reasonably assured.

The Company has adopted ASC 606, “Revenue from Contracts with Customers” and all subsequent ASUs that modified ASC 606, using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. This new guidance provides a five-step analysis in determining when and how revenue is recognized. Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the new guidance requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

The Company currently generated its revenue from the following main sources:

Tutorialservices segment

Tutorialservices

The Company offers various off-campus small-group foreign language tutoring programs. Each contract of tutorial service programs represents a series of distinct services, which is delivery of various courses. The services have substantially the same pattern of transfer to the students, as such, they are considered as a single performance obligation, which is satisfied proportionately based on a straight-line basis over the program term as students simultaneously receive and consume the benefits of these services throughout the program term. The Company is the principal in providing tutorial services as it controls such services before the services are transferred to the customer. The program fees are generally collected in advance and are initially recorded as deferred revenue. Generally, the Company approves refunds for any remaining classes to students who decide to withdraw from a course within the predetermined period in the contract. The refund is equal to and limited to the amount related to the undelivered classes. The Company estimates and records refund liability for the portion the Company does not expect to be entitled based on historical refund ratio on a portfolio basis using the expected value method.

Logistic,consulting services and others

The Company provides services to schools, including but not limited to catering and logistic service. Logistic revenue is recognized on a straight-line basis over the period, as customers simultaneously receive and consume the benefits of the services. Catering revenue is recognized at point of sale.

The Company also provides consulting services to related-party kindergartens. According to the contracts signed with each of the three kindergartens, the Company provides a range of educational management and consulting services, including branding, safety management, teacher training, supervision and evaluation on teachers, rating guidance services, to the kindergartens during the contract periods. The intended contractual benefit to the kindergartens of the management and consulting services is to enable the kindergartens’ smooth and effective operations. The promised services in each of the consulting service contracts are combined and accounted as a single performance obligation, as the promised services are considered as a significant integrated service. The consulting services are continuously provided and the kindergartens simultaneously receive and consume the benefits of these services throughout the service period each month. The revenue is recognized over time during the service period.

F-13

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenuerecognition (continued)

E-commercesegment

Commission

The Company promotes merchants’ products through various online platforms and earns commission based on a fixed commission rate for sales of the products completed. The Company acts as an agent as it does not take control of the products provided by merchants at any point in time during the transactions. Commission revenue is recognized at a point in time when the Company’s service obligation to the merchants is determined to have been completed under each sales transaction completed. Variable consideration is estimated and included in the transaction price to the extent that it is probable that a significant revenue reversal will not occur. Adjustments to the estimated variable consideration related to prior reporting periods were not material.

Marketingservice

The Company provides marketing services to merchants on certain online and offline platform, for which it receives service fees from the merchants. The Company’s marketing service provide more publicity and brand awareness of the merchant’s brand through online platform and offline by delivery specified marketing content. Most of revenue from marketing service is recognized at the point in time when the marketing content deliverables are completed based on customer acceptance, while a small portion is recognized over a specified period of time and the Company has an enforceable right to payment of its fees.

Productsales

The Company sometimes acquires merchandise from suppliers and sells them to third-party online marketplace. The Company determines the third-party online marketplace is its customer. The Company acts as a principal as it obtains control of merchandise, is primarily obligated for merchandise sold to the customers, bears inventory risks and has the latitude in establishing prices of merchandise sold to the third-party marketplace. Revenues from product sales are recorded on a gross basis, net of discounts and return allowances when the product is delivered and title is passed to customers in this type of transaction. Proceeds received in advance to delivery are recorded as current liabilities as customer advances.

Practicalexpedient

The Company has applied the new revenue standard requirements to a portfolio of contracts (or performance obligations) with similar characteristics for transactions where it is expected that the effects on the financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio. Therefore, the Company elects the portfolio approach in applying the new revenue guidance.

F-14

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenuerecognition (continued)

Disaggregationof revenue

Revenues from tutorial service, logistic and consulting services as well as a small portion of the marketing service are recognized over time, based on a straight-line basis as the Company’s customers simultaneously receive the Company’s services throughout the service periods. Revenues attributable to commission fees, products sales and educational materials are recognized at point in time when control of the promised goods or service are transferred to the customers. As the Company’s long-lived assets are all located in PRC, no geographical disaggregation is presented.

For the years ended September 30, 2024, 2023 and 2022, the disaggregation of revenue by major revenue stream and time of the revenue recognition is as follows:

	For<br> the years ended<br> September 30,
	2024		2023		2022
Category of Revenue:
Tutorial<br> service and other revenue	$	6,296,806	$	6,155,593	$	10,814,656
E-commerce<br> revenue		3,862,214		-		-
Total	$	10,159,020	$	6,155,593	$	10,814,656
Timing of Revenue Recognition:
Services<br> transferred over time	$	9,501,037	$	5,802,614	$	10,156,547
Goods<br> and services transferred at a point in time		657,983		352,979		658,109
	$	10,159,020	$	6,155,593	$	10,814,656

Contractassets

As of September 30, 2024 and 2023, in order to develop non-English foreign language tutorial service for middle school students, the Company incurred total of approximately $3.0 million and $2.4 million commission type fee and administration costs paid upfront to agents to facilitate the related contracts with students for the tutorial service period, generally from 1 to 31 (FY2023: 4 to 30) months tutorial service periods, respectively. The Company will not incur such costs if the Company does not enter into the tutorial service contracts with the students, as a result, the cost of approximately $3.0 million (FY2023: $2.4 million) is considered as the incremental costs of obtaining contracts and was capitalized and amortize over tutorial service period. For the years ended September 30, 2024, 2023 and 2022, the Company amortized related amount of $317,402, $639,680 and $1,141,544 into selling expense, respectively. As of September 30, 2024 and 2023, the contract assets amounted to $563,583 and $423,532, respectively.

F-15

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenuerecognition (continued)

Contractliability

Contract liabilities are presented as deferred revenue in the consolidated balance sheets, which mainly represents payment received from customers in advance of completion of performance obligations under a contract. The balance of deferred revenue is recognized as revenue upon the completion of performance obligations. As of September 30, 2024 and 2023, the balance of deferred revenue amounted to $4,123,849 and $3,988,699, respectively. Substantially all of which will be recognized as revenue during the Company’s following fiscal year. Revenue recognized for the years ended September 30, 2024 and 2023 that was included in deferred revenue balance at the beginning of the period was $3,186,943 and $2,735,756, respectively.

Refundliability

Costof revenues

Cost of revenues mainly consists of renumeration to instructors and tutors, rental expenses for office space and learning centers, teaching materials used in the provision of educational services and cost of materials and goods purchased.

Governmentsubsidies

Government subsidies are recognized when there is reasonable assurance that the Company will comply with the conditions attach thereto and the grant will be received. Government grant for the purpose of giving immediate financial support to the Company with no future related costs or obligation is recognized in the Company’s consolidated statements of comprehensive income when the grant becomes receivable. For the years ended September 30, 2024, 2023 and 2022, government subsidies income amounted to $2,097, $853,444 and $nil, respectively, and was included in other income of the consolidated statements of operations and comprehensive loss.

Advertisingexpenditures

Advertising expenditures are expensed as incurred for the periods presented. Advertising expenditures have been included as part of selling and marketing expenses. For the years ended September 30, 2024, 2023 and 2022, the advertising expenses amounted to $287,221, $211,769 and $276,767, respectively.

F-16

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Operatingleases

The Company adopted Topic 842 on October 1, 2022 using the modified retrospective transition approach. The Company has operating lease contracts for office space. The Company determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at lease commencement. The Company measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Company estimates its incremental borrowing rate based on an analysis of weighted average interest rate of its own bank loans. The Company measures right-of-use assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Company begins recognizing lease expense when the lessor makes the underlying asset available to the Company.

For leases with lease term less than one year (short-term leases), the Company records operating lease expense in its consolidated statements of operations on a straight-line basis over the lease term and record variable lease payments as incurred.

Valueadded tax (“VAT”)

Revenue represents the invoiced value of goods and services, net of VAT. The VAT is based on gross sales price and VAT rates range up to 13%, depending on the type of products sold or service provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in taxes payable. All of the VAT returns filed by the Company’s subsidiaries in PRC remain subject to examination by the tax authorities for five years from the date of filing.

Incometaxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. 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 income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. As of September 30, 2024 and 2023, there are $2,756,930 and $2,639,258 respectively of unrecognized tax benefits included in income tax payable that if recognized would impact the effective tax rate. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred for the years ended September 30, 2024, 2023 and 2022. All of the tax returns of the Company’s subsidiaries in the PRC remain subject to examination by the tax authorities for five years from the date of filing.

F-17

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Employeebenefits

Full-time employees of the Company in the PRC participate in a government-mandated employer contribution social insurance plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to eligible full-time employees. Chinese labor regulations require that the Company make contributions to the government for these benefits based on government prescribed percentage of the employee’s salaries. The contributions to the plan are expensed as incurred. Obligations for contributions to employer contribution social insurance plans are recognized as employee benefit expenses in the period during which services are rendered by employees.

Lossper Share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common share outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis of the potential Ordinary Shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential Ordinary 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.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annually period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

Share-basedcompensation

The Company follows the provisions of ASC 718, “Compensation - Stock Compensation,” which establishes the accounting for employee and non-employee share-based awards. For employee share-based awards, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense with graded vesting on a straight-line basis over the requisite service period for the entire award.

Reclassification

During the year, the Company separated acquisition deposit from prepayments and other current assets and comparative amounts in the consolidated balance sheets and consolidated statement of cash flows were restated for consistency.

F-18

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreigncurrency translation

The functional currencies of the Company are the local currency of the county in which the subsidiaries operate. The Company’s financial statements are reported using U.S. Dollars. The results of operations and the consolidated statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect on that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component in accumulated other comprehensive income included in consolidated statements of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of operations and comprehensive loss.

Since the Company operates primarily in the PRC, the Company’s functional currency is the Chinese Yuan (“RMB”). The Company’s consolidated financial statements have been translated into the reporting currency of U.S. Dollars (“$”). The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into $ at the rates used in the translation.

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	September 30, 2024	September 30, 2023	September 30, 2022
Balance<br> sheet items, except for equity accounts	$1=RMB 7.0176	$1=RMB7.2960	$1=RMB 7.1135
Items<br> in the statements of operations and cash flows	$1=RMB 7.2043	$1=RMB7.0533	$1=RMB 6.5332

Comprehensiveloss

Comprehensive loss consists of two components, net loss and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net loss. Other comprehensive loss consists of foreign currency translation adjustment resulting from the Company not using $ as its functional currency.

Concentrationsof risks

(a) Concentration of customers and suppliers

For the year ended September 30, 2024, one customer accounted for approximately 22% of total revenues. For the years ended September 30, 2023 and 2022, no customer accounted for more than 10% of total revenues. As of September 30, 2024, two customers accounted for approximately 36% and 56% of total accounts receivable. As of September 30, 2023, two customers accounted for approximately 52% and 38% of total accounts receivable.

For the year ended September 30, 2024, two suppliers accounted for approximately 18% and 18% of total cost of revenues. For the years ended September 30, 2023 and 2022, no supplier accounted for more than 10% of total cost of revenues. As of September 30, 2024, four suppliers accounted for approximately 26%, 14% ,11% and 10% of total accounts payables. As of September 30, 2023, three suppliers accounted for approximately 36%, 19% and 13% of total accounts payables.

F-19

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrationsof risks (continued)

(b) Concentration of credit risk

Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of cash and cash equivalents, accounts receivable and other current assets. The maximum exposure of such assets to credit risk is their carrying amounts as at the balance sheet dates. As of September 30, 2024 and 2023, the aggregate amount of cash of $804,010 and $3,431,979, respectively, was held at major financial institutions in mainland PRC, where there is a RMB 500,000 deposit insurance limit for a legal entity’s aggregated balance at each bank. As of September 30, 2024 and 2023, cash of $34,059 and $3,112,082, respectively, was held at major financial institutions in Hong Kong, PRC. The bank deposits with financial institutions in the Hong Kong Special Administrative Region are insured by the government authority up to HKD500,000. To limit the exposure to credit risk relating to deposits, the Company primarily places cash deposits with large financial institutions. The Company conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Company establishes an accounting policy to provide for allowance for doubtful accounts based on the individual customer’s and supplier’s financial condition, credit history, and the current economic conditions.

A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect the Company’s financial results reported in the U.S. dollar terms without giving effect to any underlying changes in the Company’s business or results of operations. Currently, the Company’s assets, liabilities, revenues and costs are denominated in RMB. To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company.

Risksand uncertainties

The Company has substantial operations in China through its PRC subsidiaries. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. The Company believes that it is in compliance with existing laws and regulations including its organization, this may not be indicative of future results.

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to regional wars, geopolitical tensions, natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could potentially and significantly disrupt the Company’s operations.

F-20

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recentaccounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.

F-21

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

NOTE

3 — LIQUIDITY AND GOING CONCERN CONSIDERATIONS

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

For the year ended September 30, 2024, the Company incurred a net loss of $3,968,852 and net cash used in operating activities of $4,900,883. As of September 30, 2024, the Company has an accumulated deficit of $18,541,751 and working capital deficit of $3,219,788. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. The Company has historically funded its working capital needs primarily from operations, bank loans, and advances from shareholders and intends to continue doing so in the near future to ensure sufficient working capital. As of September 30, 2024, the Company had cash of $839,622. Deferred revenue included in current liabilities amounted to $4,123,849 that will be recognized as revenue in the next fiscal year when the services are provided. As of September 30, 2024, the Company had a short-term loan and long-term loans of $1,567,487 and $1,766,986, respectively. The Company expects that it would be able to obtain new bank loans or renew its existing bank loans upon maturity based on past experience with the Company’s good credit history. Subsequent to September 30, 2024, the Company entered into a securities purchase agreement with two investors, to issue and sell to the investors secured convertible note for total original principal amount of apprximately$5.0 million, the Company has received gross proceeds approximately $4.8 million as of this filing date. Management’s plan to alleviate the substantial doubt about the ability to continue as a going concern include: (1) working to improve the liquidity and capital sources mainly through cash flow from its operations, renewal of bank borrowings, equity or debt offering and borrowing from related parties, and (2) implementing a strategic transition to expand into the e-commerce and health related industry and others in China. In order to fully implement the business plan and recover from continuing losses, management may also seek equity financing from outside investors. At the present time, however, management does not have commitments of funds from any potential investors. There can be no assurance that additional financing, if required, would be available on favorable terms or at all and/or that these plans and arrangements will be sufficient to fund our ongoing capital expenditures, working capital, and other requirements. The principal shareholder of the Company has made pledges to provide financial support to the Company whenever necessary. Based on the above analysis, management believes the Company can continue as a going concern, the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note4 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

	September 30,<br><br> 2024		September 30,<br><br> 2023
Accounts<br> receivable	$	50,765	$	52,796
Less:<br> allowance for credit losses		-		(13,465	)
Accounts<br> receivable, net	$	50,765	$	39,331

Allowance for credit losses movement:

	September 30,<br><br> 2024			September 30,<br><br> 2023
Beginning<br> balance	$	13,465		$	92,086
Provision (recovery)		14,125			(71,681	)
Written off		(27,761	)		(7,263	)
Foreign<br> exchange translation effect		171			323
Ending<br> balance	$	-		$	13,465

F-22

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note5 — INVENTORIES

Inventories consisted of the following:

	September 30,<br><br> 2024		September 30,<br><br> 2023
Raw<br> materials	$	-	$	153,851
Finished<br> goods		375,881		-
Inventories	$	375,881	$	153,851

Inventory write down was $124,132, $nil and $nil for the years ended September 30, 2024, 2023 and 2022, respectively, which was recorded in cost of revenues.

Note6 — ACQUISITION DEPOSIT

On April 10, 2023, the Company signed a Share Purchase Agreement (“SPA”) to purchase 100% equity interest of Zhejiang Oulong Cultural and Tourism Industry Development Co., Ltd, formerly known as Kaiye (Wenzhou) Water Project Development Co., Ltd (“Kaiye (Wenzhou)”) from a third party and Ms. Zhao Dongfang, a shareholder of the Company who owns approximately 3.4% of the Company’s equity shares. Kaiye (Wenzhou) is a provider of waterfront tourism projects especially water sports projects development. Pursuant to the SPA, the total consideration is $5,000,000, which will be paid in three installments. As of September 30, 2023, the Company has paid $3,602,000. On March 1, 2024, all parties agreed to amend the consideration to $6,155,951 (RMB43.2 million). As of September 30, 2024, the Company has paid $5,517,719 (RMB38,721,142). The Company expects to complete this transaction mid of the fiscal year 2025.

Note7 — PREPAYMENTS AND OTHER ASSETS, NET

Prepayments and other assets, net consisted of the following:

	September 30,<br><br> 2024		September 30,<br><br> 2023
Prepaid<br> rents	$	84,544	$	191,339
Prepaid<br> service fee (a)		422,644		597,410
Loans<br> to third parties (b)		990,804		238,134
Advances<br> to vendors (c)		2,344,397		378,152
Advance<br> to employees (d)		77,743		5,491
Security<br> deposits		209,061		202,155
Prepaid<br> board compensation		10,000		16,667
Others<br> (e)		64,718		111,386
Prepayment<br> and other assets, net	$	4,203,911	$	1,740,734
Including:
Prepayment<br> and other current assets, net	$	3,005,505	$	1,267,347
Prepayments<br> and other non-current assets, net	$	1,198,406	$	473,387

(a)	The prepaid service fee mainly represent the prepayment for teaching<br>platform software technical service provided by third party service providers that will be amortized over one to three years.

(b)	Loans to third parties represent the balance of the amount lent to various third parties at an interest rate of 5% per annum for business<br>connection to seek for more tutoring programs.

(c)	Advances to vendors primarily included prepayment for purchase and abroad-study programs.

F-23

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note7 — PREPAYMENTS AND OTHER ASSETS, NET (continued)

(d)	Advance to employees was provided to staff for travelling and business-related use and are expensed as incurred.

(e)	Others primarily included funds deposited in payment platforms such as Alipay and WeChat.

Allowance for credit losses movement:

	September 30,<br> <br> 2024		September 30,<br> <br> 2023
Beginning<br> balance	$	-	$	-
Provision<br> for security deposits		-		10,378
Write<br> off security deposits		-		(10,378	)
Ending<br> balance	$	-	$	-

Note8 — PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS, NET

Property, equipment and intangible assets, net, consist of the following:

	September 30,<br> 2024			September 30,<br> 2023
Office equipment	$	372,218		$	331,114
Leasehold improvements		140,795			394,147
Software		28,500			-
Subtotal		541,513			725,261
Less: accumulated depreciation and amortization		(329,841	)		(410,609	)
Property and equipment, net	$	211,672		$	314,652

Depreciation expenses for the years ended September 30, 2024, 2023 and 2022 amounted to $92,649, $153,405 and $169,808, respectively.

F-24

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note9 — LONG-TERM INVESTMENTS

	Cost<br> method<br> investments<br> without <br> readily<br> determinable<br> fair value(i)			Equity<br> <br> investments <br> accounted <br> for using the <br> equity <br> method(ii)			Total
Balance<br> as of October 1, 2022	$	-		$	-		$	-
Additions		5,224,986			41,118			5,266,104
Share<br> of loss in equity method investee		-			(18,866	)		(18,866	)
Foreign<br> exchange translation effect		-			628			628
Balance<br> as of September 30, 2023		5,224,986			22,880			5,247,866
Share<br> of loss in equity method investee		-			(22,294	)		(22,294	)
Impairment		(794,178	)		-			(794,178	)
Foreign<br> exchange translation effect		186,155			314			186,469
Balance<br> as of September 30, 2024	$	4,616,963		$	900		$	4,617,863
(i)	On January 18, 2023, the Company entered into an agreement to acquire 18% of equity interest in Zhejiang Kangyuan Medical Technology Co., Ltd. (“Zhejiang Kangyuan”) for a total consideration of $4,440,789 (RMB32,400,000) from Zhejiang Kangyuan’s controlling shareholder, who is a shareholder of the Company and owns approximately 4.1% of the Company’s equity shares representing 2.2% of the Company’s voting rights. The Director of Zhejiang Kangyuan is also a shareholder of the Company who owns 3.4% the Company’s equity shares representing 1.8% of the Company’s voting rights. The Company determined that the controlling shareholder of Zhejiang Kangyuan and the director of Zhejiang Kangyuan do not meet the definition to be considered related parties of the Company in accordance with ASC 850-10-20. The Company reviewed the significant influence indicators in ASC 323-10-15-6 through ASC 323-10-15-8 and concluded that the Company does not have significant influence over Zhejiang Kangyuan. Since such investment does not have readily determinable fair values, the Company elected to account for the equity investment by using alternative measurement.
---	---

| | On May 10, 2023, the Company entered into an investment transfer agreement to acquire 19% of equity interest in Shanghai Daizong Business Consulting Co., Ltd (“Daizong”) for a total consideration of $785,362 (RMB5,730,000). The Company does not have significant influence over Shanghai Daizong Business Consulting Co., Ltd. Since such investment does not have readily determinable fair values, the Company elected to account for using alternative measurement. | | (ii) | On February 24, 2023, the Company entered into an equity interest transfer agreement with a shareholder of Zhejiang Fuyouyuan Health Technology Co., Ltd. (“Zhejiang Fuyouyuan”), pursuant to which Lilong Logistics shall acquire 10% equity interest in Zhejiang Fuyouyuan for a consideration of $nil. As of the equity interest transfer date, the previous shareholder has not contributed the designated register capital of $284,998 (RMB2,000,000) representing the 10% of the equity interest in Zhejiang Fuyouyuan and Zhejiang Fuyouyuan had no business operation. Lilong Logistics is required to contribute the registered capital of $284,998 (RMB2,000,000) to Zhejiang Fuyouyuan before December 31, 2042. $42,750 (RMB300,000) had been paid as of September 30, 2024. After the equity interest transfer date, the controlling shareholder of Zhejiang Fuyouyuan is Ms. Xiuhua Ye, an immediate family member of the CEO. Lilong Logistics has significant influence over Zhejiang Fuyouyuan. The Company accounted for this investment using equity method and recorded share of loss amounted to $22,294 and $18,866 for the year ended September 30, 2024 and 2023, respectively. | | --- | --- |

As of September 30, 2024, based on the financial conditions and operating performances in Daizong, a full impairment loss of $794,178 was applied against this investment. The Company believes there was no material market environment change or any other factor that indicating the fair value of other investments was less than its carrying value, hence, the Company concluded there is no impairment of other investments.

F-25

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note10 — LeaseS

The Company has several operating leases for offices. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease expenses for the years ended September 30, 2024, 2023 and 2022 were $792,804, $766,930 and $730,718, respectively.

Effective October 1, 2022, the Company adopted the new lease accounting standard using a modified retrospective transition method which allowed the Company not to recast comparative periods presented in its consolidated financial statements. In addition, the Company elected the package of practical expedients, which allowed the Company to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The Company combines the lease and non-lease components in determining the ROU assets and related lease obligation. Adoption of this standard resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities as disclosed below and had no impact on accumulated deficit as of October 1, 2022. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term.

The table below presents the operating lease related assets and liabilities recorded on the consolidated balance sheets.

	September 30,<br> <br> 2024		September 30,<br> <br> 2023
Operating<br> lease right-of-use assets, net	$	702,453	$	1,358,342
Operating<br> lease liabilities - current	$	246,809	$	551,384
Operating<br> lease liabilities - non-current		409,703		882,617
Total<br> operating lease liabilities	$	656,512	$	1,434,001

The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of September 30, 2024:

Remaining lease term and discount rate:

| Weighted average discount rate | | 7.9 | % |

The following is a schedule of maturities of lease liabilities as of September 30, 2024:

Twelve months ending September 30,
2025	$	288,525
2026		208,208
2027		134,655
2028		92,624
2029		23,157
Total<br> future minimum lease payments		747,169
Less:<br> imputed interest		(90,657	)
Present<br> value of lease liabilities	$	656,512

F-26

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note11 — BANK LOANS

Short-termbank loans

Short-term bank loans represent amounts due to various banks maturing within one year. The principal of the borrowings is due at maturity. Accrued interest is due either monthly or quarterly. Short-term borrowings consisted of the following:

	September 30,<br><br> 2024		September 30,<br><br> 2023
China<br> Construction Bank (“CCB”)	$	-	$	33,717
Total	$	-	$	33,717

On July 28, 2023, the Company entered into a loan agreement with China Construction Bank for unsecured revolving lines of credit with a term of one year, pursuant to which a facility of up to approximately $33,717 (RMB246,000) was made available to the Company, at a fixed rate of 3.9% per annum. The loan was fully repaid upon maturity.

Long-termbank loans

Long-term bank loans consisted of the following:

	September 30,<br><br> 2024			September 30,<br><br> 2023
Zhejiang<br> Wenzhou Longwan Rural Commercial Bank (“Longwan RCB”) (1)	$	1,424,989		$	1,370,613
Zhejiang<br> Wenzhou Longwan Rural Commercial Bank (“Longwan RCB”) (2)		698,244			671,602
Wenzhou<br> Minshang Bank (3)		1,211,240			1,165,022
Total	$	3,334,473		$	3,207,237
Less:<br> Long-term bank loans - current portion		(1,567,487	)		-
Long-term<br> bank loans - non-current portion	$	1,766,986		$	3,207,237

(1)

On April 19, 2022, the Company entered into a loan agreement with Longwan RCB to obtain a loan of $370,497 (RMB2,600,000) for a term from April 19, 2022 to March 28, 2025 at a fixed annual interest rate of 8.1%. WFOE guaranteed for the repayment of the loan. CEO and his family members also provided personal guaranty for the repayment of the loan. The CEO’s wife pledged personal property as collateral to secure the loan. The Company has repaid $65,549 (RMB460,000) of principal as of September 30, 2024. On September 14, 2022, the Company entered into two loan agreements with Longwan RCB to obtain in aggregated of $854,993 (RMB6,000,000) from September 14, 2022 to September 8, 2025 at a fixed annual interest rate of 5.45%. WFOE guaranteed for the repayment of the loans. CEO also provided personal guaranty for the repayment of the loans. The CEO with his wife pledged personal properties as collateral to secure the loans and provided personal guaranty for the repayment of the loans. On September 15, 2022, the Company entered into two loan agreements with Longwan RCB to obtain in aggregated of $265,048 (RMB1,860,000) from September 15, 2022 to September 12, 2025 at a fixed annual interest rate of 8.1%. WFOE guaranteed for the repayment of the loans. CEO and his family members also provided personal guaranty for the repayment of the loans. CEO and his wife pledged their personal properties as collateral to secure the loans.

(2)

On January 16, 2023, the Company entered into a loan agreement with Longwan RCB to obtain a loan of $698,244 (or RMB4,900,000) for a term from January 17, 2023 to January 16, 2026 at a fixed rate of 4.56% per annum. WFOE and CEO guaranteed for the repayment of the loan. The CEO’s wife pledged personal property as collateral to secure the loan.

F-27

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note11 — BANK LOANS (continued)

(3)

On February 15, 2023, the Company entered into a loan agreement with Wenzhou Minshang Bank to obtain a loan of $1,211,240 (or RMB8,500,000) for a term from February 15, 2023 to February 15, 2028 at a fixed annual interest rate of 7.5%. The Company’s CEO and his wife provided personal guaranty for the repayment of the loan. The CEO’s wife pledged personal property as collateral to secure the loan.

For the years ended September 30, 2024, 2023 and 2022, the weighted average annual interest rate for the bank loans was approximately 6.6%, 6.8% and 7.9%, respectively. Interest expenses for the above-mentioned loans amount to $214,519, $317,918 and $158,173 for the years ended September 30, 2024, 2023 and 2022, respectively.

The repayment schedule for the bank loans are as follows:

Twelve<br> months ending September 30,	Repayment
2025	$	1,567,487
2026		840,743
2027		71,249
2028		854,994
Total	$	3,334,473

Note12 — ACCRUED EXPENSE AND OTHER LIABILITIES

Accrued expenses and other liabilities consisted of the following:

	September 30,<br><br> 2024		September 30,<br><br> 2023
Payroll<br> payables	$	693,241	$	759,026
Professional<br> fee and others		537,887		282,806
Total	$	1,231,128	$	1,041,832

Note13 — RELATED PARTIES BALANCES AND TRANSACTIONS

Accountsreceivable-related parties

Accounts receivable from related parties amounted to $nil and $15,077 as of September 30, 2024 and 2023, respectively.

Dueto a related party

Due to a related party amounted to $854,271 and $63,689 as of September 30, 2024 and 2023, respectively, representing the funds advanced to the Company by the CEO for working capital purpose.

Revenueearned from related parties

For the years ended September 30, 2024, 2023 and 2022, the Company earned revenue from related parties of $93,264, $310,465 and $710,620, respectively, which mainly from providing educational management consulting service to certain kindergartens owned by the CEO and his wife.

Guaranteeprovided by related parties

Several related parties guaranteed the repayment of the Company’s short-term and long-term loans. (See Note 11)

Guaranteeprovided to related parties

On May 10, 2023, the Company’s subsidiary Xianjin Technology and Qinshang Education signed an agreement with China Mingsheng Bank to provide guarantee for a related party’s borrowing of $1,852,485 (RMB 13,000,000) for a period from June 21, 2023 to May 10, 2033. The related party, Liming Xu, a director of the Company. As of September 30, 2024, the Company did not record any guarantee liability since there was no indications of default by the related party.

F-28

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note14 — TAXES

(a)Corporate Income Taxes (“CIT”)

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 the Company 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.

Payments of dividends and capital in respect of our shares will not be subject to taxation in the Cayman Islands 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 shares be subject to Cayman Islands income or corporation tax.

Hong Kong

Under Hong Kong tax laws, Shanghai Golden Sun and Hong Kong Golden Sun are subject to a statutory income tax rate at 16.5% if revenue is generated in Hong Kong and they are exempted from income tax on their foreign-derived income. There are no withholding taxes in Hong Kong on remittance of dividends. No Hong Kong profit tax has been provided as there were no assessable profits earned or derived from Hong Kong during the years presented.

PRC

Under the Enterprise

Income Tax (“EIT”) Law of PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on a case-by-case basis. All the Company’s PRC subsidiaries are subject to statutory 25% income tax rate for the years ended September 30, 2023 and 2022. All the Company’s PRC subsidiaries are qualified as small and micro enterprises for the year ended September 30, 2024, thus, the preferential effective tax rates of 2.5%-5% (2023 and 2022: 25%) are applied to these entities.

The PRC tax system is subject to substantial uncertainties. There can be no assurance that changes in PRC tax laws or their interpretation or their application will not subject the Company’s PRC entities to substantial PRC taxes in the future.

i)	The components of the income tax provision are as follows:
	For<br> the year ended September 30,
---	---	---	---	---	---	---
	2024		2023		2022
Current<br> income tax	$	18,617	$	136,838	$	354,529
Deferred<br> income tax		-		-		-
Total<br> provision for income taxes	$	18,617	$	136,838	$	354,529
ii)	The following table reconciles PRC statutory rates to the Company’s effective tax rate:
---	---
	For<br> the year ended September 30,
---	---	---	---	---	---	---	---	---	---
	2024			2023			2022
Benefit<br> expense computed based on PRC statutory rate	$	(987,559	)	$	(1,410,804	)	$	(440,955	)
Tax<br> effect of different tax rates in other jurisdictions		116,027			601,772			8,384
Impact<br> of preferential tax		585,436			-			-
Impact<br> of tax rate change		792,201			-			-
Tax<br> effect of unrecognized loss		206,296			632,545			352,703
Change<br> in valuation allowance		(704,433	)		228,862			409,099
Non-deductible<br> items and others*		10,649			84,463			25,298
Income<br> tax expense	$	18,617		$	136,838		$	354,529

*	Non-deductible items and others represent excess expenses and losses not deductible for PRC tax purpose.

F-29

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note14 — TAXES (continued)

(a)Corporate Income Taxes (“CIT”) (continued)

iii)	The following table summarizes deferred tax assets and liabilities resulting from differences between financial accounting basis and tax basis of assets and liabilities:
	September 30,<br><br> 2024			September 30,<br><br> 2023
---	---	---	---	---	---	---
Deferred tax assets:
Net<br> operating loss carry-forward	$	287,050		$	974,439
Allowance<br> for credit losses		-			3,366
Allowance<br> for inventory reserves		6,372			-
Valuation<br> allowance		(293,422	)		(977,805	)
Total<br> deferred tax assets	$	-		$	-
ⅳ)	The following table summarizes deferred tax assets valuation allowance movement:
---	---
	September 30,<br><br> 2024			September 30,<br><br> 2023
---	---	---	---	---	---	---
Beginning<br> balance	$	977,805		$	775,966
Change<br> to tax expense in current year		(704,433	)		228,862
Foreign<br> currency translation adjustments		20,050			(27,023	)
Ending<br> balance	$	293,422		$	977,805

As of September 30, 2024, the total of net operating losses carried forward was $5,336,546, which will expire on various dates from May 31, 2025 to May 31, 2029. As of September 30, 2023, the total of net operating losses carried forward was $4,031,874, which will expire on various dates from May 31, 2024 to May 31, 2028. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Recovery of substantially all of the Company’s deferred tax assets is dependent upon the generation of future income, exclusive of reversing taxable temporary differences. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are recoverable, management believes that it is more likely than not that the results of future operations will not generate sufficient taxable income to realize the deferred tax assets as of September 30, 2024 and 2023.

F-30

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note14 — TAXES (continued)

(b)Taxes payable

Taxes payable consist of the following:

	September 30,<br><br> 2024		September 30,<br><br> 2023
Income<br> tax payable	$	2,756,930	$	2,639,258
Value-added<br> tax payable		1,304,826		1,098,163
Other<br> taxes payable		161,782		140,289
Total<br> taxes payable	$	4,223,538	$	3,877,710

A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the years ended September 30, 2024, 2023 and 2022 is as follows:

	For<br> the year ended September 30,
	2024		2023			2022
Balance<br> at beginning of year	$	2,639,258	$	2,573,830		$	2,475,474
Increase related to<br> current year tax positions		12,632		134,275			293,960
Settlement		-		-			-
Foreign<br> exchange translation effect		105,040		(68,847	)		(195,604	)
Balance<br> at end of year	$	2,756,930	$	2,639,258		$	2,573,830

The unrecognized tax benefits represent the estimated income tax expenses the Company would be required to pay should its revenue for tax purposes be recognized in accordance with current PRC tax laws and regulations. $2,756,930 and $2,639,258 of unrecognized tax benefits as of September 30, 2024 and 2023 were included in income taxes payable. Unrecognized tax benefits if recognized, would affect the effective tax rate. According to PRC taxation regulation, if tax has not been fully paid, tax authorities may impose tax and late payment penalties within three years. In practice, since all of the taxes owed are local taxes, the local tax authority is typically more flexible and willing to provide incentives or settlements with local small and medium-size businesses to relieve their burden and to stimulate the local economy. There was no interest and penalty accrued as of September 30, 2024 and 2023 since it is impossible to estimate the amount of the penalty and interest at this point, and the Company believes that the probability of being charged interest and penalty is remote as the local authority is often willing to settle. The Company is currently unable to provide an estimate of a range of total amount of unrecognized tax benefits that is reasonably possible to change significantly within the next twelve months.

According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to five years under special circumstances where the underpayment of taxes is more than RMB100. In the case of transfer pricing issues, the statute of limitation is 10 years. There is no statute of limitation in the case of tax evasion. As of September 30, 2024, the tax years ended December 31, 2019 through December 31, 2024 for the Company’s PRC subsidiaries remain open for statutory examination by PRC tax authorities.

F-31

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note15 — SHAREHOLDERS’ EQUITY

April2024 Share Consolidation

On

April 11, 2024, the Company’s shareholders approved the consolidation of the Company’s authorised and issued share capital, at a ratio of 10:1, such that the authorised share capital of the Company was consolidated from $50,000 divided into 90,0000,000 Class A ordinary shares with a par value of $0.0005 each and 10,000,000 Class B ordinary shares with a par value of $0.0005 each to $50,000 divided into 9,000,000 Class A ordinary shares with a par value of $0.005 each and 1,000,000 Class B ordinary shares with a par value of $0.005 each and all issued shares in the capital of the Company were consolidated such that every ten shares of each class was consolidated into one share of that class (with any fractional entitlements to be round up to the next whole share).

The Company believes that the share consolidation accounted for on a retroactive basis pursuant to ASC 260. All ordinary shares and per share data for all periods have been retroactively restated accordingly.

As of September 30, 2024 and 2023, the Company both had an aggregate of 1,980,944 Class A ordinary shares outstanding, consisting of 1,577,944 Class A and 403,000 Class B ordinary shares, respectively.

InitialPublic Offering

On June 24, 2022, the Company completed its IPO of 506,000 Class A ordinary shares at a public offering price of $40.0 per share. The Company received aggregate net proceeds of $17,626,924 from the offering, after deducting 7.5% of underwriting discounts and other related expenses of $648,258.

IPOUnderwriter’s Warrants

In connection with closing of the IPO on June 24, 2022, the Company granted to the underwriter or its designated affiliates share purchase warrants (“Underwriter’s Warrants”) to purchase a number of Class A ordinary shares equal to 7.5% of the total number of Class A ordinary shares sold in the IPO. Such warrants shall have an exercise price equal to 130% of the offering price of the Class A ordinary shares sold in the IPO. The Underwriter Warrants will be exercisable for five years beginning on the date of effective date of the IPO and will terminate on the 5th anniversary of such date. The Underwriter’s Warrants may be exercised at any time after issuance of the warrants as to all or a lesser number of the underlying Class A ordinary shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Class A ordinary share at the Company’s expense, and an additional demand registration at the Underwriter’s Warrants holder’s expense, provided such demand registration rights will not be for a period greater than five years from the date of the commencement of sales of this offering. The Company determined the Underwriter’s Warrants issued in connection with IPO was classified as equity, because they are indexed to its own shares and meet the requirements for the equity classification.

On June 29, 2022, the underwriter opted to exercise all warrants on a cashless basis. On July 18, 2022, the Company issued 29,549 Class A ordinary shares to the underwriters.

Sharesissued for service

On February 20, 2023, the Board of Directors of the Company approved to reward Ms. Huang Yunan, the Chief Financial Officer for her past efforts in IPO with a one-time award of 39,000 shares, which were vested immediately upon grant. On February 20, 2023, the Company issued 390,000 Class A ordinary shares to Ms. Huang. These shares were valued at $975,000, which was based on the value of the Company’s Class A ordinary shares at the grant date.

On February 20, 2023, the Board of Directors of the Company approved to reward a third-party consultant for his past efforts in IPO with a one-time award of 34,000 shares, which were vested immediately upon grant. On February 20, 2023, the Company issued 34,000 Class A ordinary shares to such third-party consultant. These shares were valued at $85,000, which was based on the value of the Company’s Class A ordinary shares at the grant date.

F-32

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note15 — SHAREHOLDERS’ EQUITY (continued)

Statutoryreserve and restricted net assets

As stipulated by relevant PRC laws and regulations, the Company’s subsidiaries in the PRC must take appropriations from tax profit to non-distributive funds. These reserves include general reserve and the development reserve.

The general reserve requires annual appropriation 10% of after-tax profits at each year-end until the balance reaches 50% of a PRC company’s registered capital. Other reserve is set aside at the Company’s discretion. These reserves can only be used for general enterprise expansion and are not distributable as cash dividends. The general reserve both amounted $133,596 as of September 30, 2024 and 2023.

Prior to the effectiveness of Amended Private Education Law, PRC laws and regulations required private schools that require reasonable returns to contribute 25% of after-tax income before payments of dividend to a fund to be used for the construction or maintenance of the school or procurement or upgrading of educational facility. For private schools that do not require reasonable returns, this amount should be equivalent to no less than 25% of the annual increase of its net assets as determined in accordance with generally accepted accounting principles in the PRC. For the Company’s private schools, development reserve both amounted to $873,431 as of September 30, 2024 and 2023. The statutory reserves cannot be transferred to the Company in the form of loans or advances and are not distributable as cash dividends except in the event of liquidation.

Because the Company’s operating subsidiaries in the PRC can only be paid out of distributable profits reported in accordance with PRC accounting standards, the Company’s operating subsidiaries in the PRC are restricted from transferring a portion of their net assets to the Company. The restricted amounts include the paid-in capital and statutory reserves of the Company’s entities in the PRC. The aggregate amount of paid-in capital and statutory reserves, which represented the amount of net assets of the Company’s operating subsidiaries in the PRC not available for distribution, was $1,002,904 and $1,019,827 as of September 30, 2024 and 2023, respectively.

Note16 — COMMITMENTS AND CONTINGENCIES

Contingencies

From time to time, the Company is subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of September 30, 2024 and 2023, the Company had no material outstanding litigations.

Guarantee

The Company provided guarantee for a related party’s borrowing (details refer to Note 13).

On December 25, 2023, the Company’s subsidiary Zhouzhi Culture signed an agreement to provide guarantee for a third party’s lease agreement. The guarantee will expire on March 31, 2025. ****

Commitments

The Company had various outstanding bank loans (details refer to Note 11) and non-cancellable operating lease agreements (details refer to Note 10).

F-33

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note17 — SEGMENT INFORMATION

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company has determined that it has two operating segments as defined by ASC 280, “Segment Reporting”: education and e-commerce. Education segment offers foreign language tutorial services and other education training management services in China. The e-commerce segment offers e-commerce service and related products.

Selected financial information is presented below:

	Education									E-commerce								Total
	2024			2023			2022			2024			2023			2022		2024			2023			2022
Revenues	$	6,296,806		$	6,155,593		$	10,814,656		$	3,862,214		$	-		$	-	$	10,159,020		$	6,155,593		$	10,814,656
Cost<br> of revenues		3,702,894			4,363,124			6,003,258			4,093,345			-			-		7,796,239			4,363,124			6,003,258
Gross<br> profit		2,593,912			1,792,469			4,811,398			(231,131	)		-			-		2,362,781			1,792,469			4,811,398
Interest<br> expenses, net		243,519			331,698			213,894			11			(6	)		-		243,530			331,692			213,894
Depreciation<br> and amortization		91,729			153,405			169,808			920			-			-		92,649			153,405			169,808
Capital<br> expenditures		115,575			274,381			174,074			17,571			2,939			-		133,146			277,320			174,074
Segment<br> assets		14,171,479			19,101,467			23,438,586			2,911,990			346,626			-		17,083,469			19,448,093			23,438,586
Segment<br> loss	$	(3,001,365	)	$	(5,764,314	)	$	(2,118,349	)	$	(967,487	)	$	(15,740	)	$	-	$	(3,968,852	)	$	(5,780,054	)	$	(2,118,349	)

Note18 — SUBSEQUENT EVENTS

On October 23, 2024, the Company entered into a loan agreement with China Construction Bank for unsecured revolving lines of credit with a term of one year, pursuant to which a facility of up to approximately $76,237 (RMB535,000) was made available to the Company from October 23, 2024 to October 23, 2025, at a fixed rate of 3.85% per annum.

On October 28, 2024, the Company entered into a Securities Purchase Agreement with two accredited investors (the “Buyer”), to issue and sell to the Buyer (i) secured convertible notes in an aggregate original principal amount of $5,000,000 (the “Notes”) and (ii) warrants, to acquire up to that number of shares of common shares of the Company equal to 180% of the quotient obtained by dividing (a) the original aggregate principal amount of the Notes, by (b) the Conversion Price. The Conversion Price is 70% of the lowest closing market trading price of the Company’s common stock during the fifteen (15) trading days leading up to either (i) the date the very first conversion notice for either the Convertible Note or the Warrants is delivered or (ii) the date each conversion notice is delivered, at the Holder’s sole discretion. The Note matures on November 2, 2025 and accrues interest at two point seventy-five percent (2.75%) per annum. Gross proceeds amounted to $4.8 million.

F-34

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note19 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

The Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. The payment of dividends by entities organized in the PRC is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in the PRC. The Company’s subsidiaries are also required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its statutory reserves account until the accumulative amount of such reserves reaches 50% of its respective registered capital. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends.

In addition, the Company’s operations and revenues are conducted and generated in the PRC, all of the Company’s revenues being earned and currency received are denominated in RMB. RMB is subject to the foreign exchange control regulation in China, and, as a result, the Company may be unable to distribute any dividends outside of China due to PRC foreign exchange control regulations that restrict the Company’s ability to convert RMB into USD.

Regulation S-X requires the condensed financial information of registrant shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party. The condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the Company’s PRC subsidiary exceed 25% of the consolidated net assets of the Company.

Certain information and footnote disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles have been condensed or omitted. The Company’s investment in subsidiary is stated at cost plus equity in undistributed earnings of subsidiaries.

Due to subsidiaries, net, on the Condensed Balance Sheets, is comprised of the Parent Company’s net investment deficit in its subsidiaries under the equity method of accounting.

F-35

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note19 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (continued)

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

PARENT

COMPANY BALANCE SHEETS

			September 30,
			2023
ASSETS
ASSETS:
Cash<br> and cash equivalents	25,985		$	254,483
Prepayments<br> and other current assets	23,332			10,000
TOTAL<br> CURRENT ASSETS	49,317			264,483
Investments<br> in subsidiaries	668,219			4,163,507
TOTAL<br> ASSETS	717,536		$	4,427,990
EQUITY:
Authorized share capital of 50,000 divided into 9,000,000 Class A ordinary shares of 0.005 par value per share and 1,000,000 Class B ordinary shares of 0.005 par value per share; with 1,577,944 Class A ordinary shares issued and outstanding as of September 30, 2024 and 2023 and 403,000 Class B ordinary shares issued and outstanding as of September 30, 2024 and 2023.
Class<br> A ordinary shares	7,890		$	7,890
Class<br> B ordinary shares	2,015			2,015
Additional<br> paid in capital	19,450,741			19,467,664
Statutory<br> reserves	1,007,027			1,007,027
Accumulated<br> deficits	(18,541,751	)		(14,835,585	)
Accumulated<br> other comprehensive loss	(1,208,386	)		(1,221,021	)
TOTAL<br> SHAREHOLDERS’ EQUITY	717,536			4,427,990
TOTAL<br> LIABILITIES AND EQUITY	717,536		$	4,427,990

All values are in US Dollars.

F-36

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note19 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (continued)

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

PARENT

COMPANY STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE(LOSS) INCOME

	For<br> the Years Ended September 30,
	2024			2023			2022
Equity<br> in loss of subsidiaries	$	(3,529,999	)	$	(3,684,384	)	$	(2,134,752	)
General<br> and administration expenses and others		(176,167	)		(2,101,927	)		(4,568	)
NET<br> LOSS		(3,706,166	)		(5,786,311	)		(2,139,320	)
OTHER<br> COMPREHENSIVE INCOME (LOSS)
Foreign<br> currency translation adjustment		12,635			(403,073	)		858,703
COMPREHENSIVE<br> LOSS	$	(3,693,531	)	$	(6,189,384	)	$	(1,280,617	)

F-37

GOLDEN

                                        SUN HEALTH TECHNOLOGY GROUP LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. dollars (“$”), except for number of shares)

Note19 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (continued)

GOLDEN

SUN HEALTH TECHNOLOGY GROUP LIMITED

PARENT

COMPANY STATEMENTS OF CASH FLOWS

	For<br> the Years Ended September 30,
	2024			2023			2022
CASH FLOWS FROM OPERATING<br> ACTIVITIES:
Net<br> loss	$	(3,706,166	)	$	(5,786,311	)	$	(2,139,320	)
Equity<br> in loss of subsidiaries		3,529,999			3,684,384			2,134,752
Share<br> based compensations		-			1,825,000			-
Prepayments<br> and other assets		(23,332	)		(10,000	)		-
NET<br> CASH USED IN OPERATING ACTIVITIES		(199,499	)		(286,927	)		(4,568	)
CASH<br> FLOWS FROM INVESTING ACTIVITIES:
(Loan<br> to) payment from subsidiaries		(38,999	)		533,961			(18,124,364	)
NET<br> CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(38,999	)		533,961			(18,124,364	)
CASH<br> FLOWS FROM FINANCING ACTIVITIES:
Proceeds<br> from initial public offering		-			-			18,275,182
Payment<br> for issuance costs		-			-			(151,646	)
Advance<br> from related party		10,000			2,287			10,558
NET<br> CASH PROVIEDED BY FINANCING ACTIVITIES		10,000			2,287			18,134,094
CHANGES<br> IN CASH AND CASH EQUIVALENTS		(228,498	)		249,321			5,162
CASH<br> AND CASH EQUIVALENTS BEGINNING OF YEAR		254,483			5,162			-
CASH<br> AND CASH EQUIVALENTS END OF YEAR	$	25,985		$	254,483		$	5,162

F-38

Exhibit 1.1

CompaniesAct (Revised)

Company Limited by Shares

FORTHAMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

GOLDEN SUN HEALTH TECHNOLOGYGROUP LIMITED

金太阳健康科技集团有限公司

Adopted by special resolution on October 8, 2024

	Filed: 12-Nov-2024 08:00 EST
www.verify.gov.ky File#: 342859	Auth Code: A48786762293

Companies Act (Revised)

Company Limited by Shares

Forth Amended and Restated

Memorandum of Association

Golden Sun Health Technology GroupLimited

金太阳健康科技集团有限公司

Adopted by special resolution on October 8, 2024

1	The name of the Company is Golden Sun Health Technology Group Limited.
2	The Company’s registered office will be situated at the office of Vistra (Cayman)<br>Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road , Grand Cayman KY1-1205, Cayman Islands or at such other place<br>in the Cayman Islands as the directors may at any time decide.
---	---
3	The Company’s objects are unrestricted. As provided by section 7(4) of the Companies<br>Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.
---	---
4	The Company has unrestricted corporate capacity. Without limitation to the foregoing,<br>as provided by section 27(2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural<br>person of full capacity irrespective of any question of corporate benefit.
---	---
5	Nothing in any of the preceding paragraphs permits the Company to carry on any<br>of the following businesses without being duly licensed, namely:
---	---
(a)	the business of a bank or trust company without being licensed in that behalf under<br>the Banks and Trust Companies Act (Revised); or
---	---
(b)	insurance business f rom within the Cayman Islands or the business of an insurance<br>manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (Revised); or
---	---
(c)	the business of company management without being licensed in that behalf under<br>the Companies Management Act (Revised).
---	---
	Filed: 12-Nov-2024 08:00 EST
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6	The Company will not trade in the Cayman Islands with any person, f irm or corporation<br>except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts<br>in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman<br>Islands.
---	---
7	The Company is a company limited by shares and accordingly the liability of each<br>member is limited to the amount (if any) unpaid on that member’s shares.
---	---
8	The share capital of the Company is US$50,000 divided into 9,000,000 Class A Ordinary Shares of US$0.005<br>each and 1,000,000 Class B Ordinary Shares of US$0.005 each. Other than as set out in the preceding sentence, there is no limit on the<br>number of shares of any class which the Company is authorised to issue. However, subject to the Companies Act (Revised) and the Company’s<br>articles of association, the Company has power to do any one or more of the following:
---	---
(a)	redeem or repurchase any of its shares;
---	---
(b)	increase or reduce its capital;
---	---
(c)	issue any part of its capital (whether original, redeemed, increased or reduced):
---	---
(i)	with or without any preferential, deferred, qualified or special rights, privileges or conditions; or
---	---
(ii)	subject to any limitations or restrictions
---	---

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, pref erence or otherwise) is subject to this power; and

(d)	alter any of those rights, privileges, conditions, limitations or restrictions.
9	The Company has power to register by way of continuation as a body corporate limited<br>by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
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Companies Act (Revised)

Company Limited By Shares

FORTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

GOLDEN SUN HEALTH TECHNOLOGY GROUPLIMITED

金太阳健康科技集团有限公司

(Adopted by special resolution passed on October 8, 2024)

	Filed: 12-Nov-2024 08:00 EST
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CONTENTS
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1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		4
Exclusion of Table A Articles		5
2	Shares	5
Power to issue Shares and options, with or without special rights		5
Power to pay commissions and brokerage fees		5
Trusts not recognised		6
Security interests		6
Power to vary class rights		6
Effect of new Share issue on existing class rights		7
No bearer Shares or warrants		7
Treasury Shares		7
Rights attaching to Treasury Shares and related matters		7
Register of Members		8
Annual Return		8
3	Share certificates	8
Issue of share certificates		8
Renewal of lost or damaged share certif icates		9
4	Lien on Shares	9
Nature and scope of lien		9
Company may sell Shares to satisfy lien		9
Authority to execute instrument of transfer		10
Consequences of sale of Shares to satisfy lien		10
Application of proceeds of sale		10
5	Calls on Shares and forfeiture	11
Power to make calls and effect of calls		11
Time when call made		11
Liability of joint holders		11
Interest on unpaid calls		11
Deemed calls		12
Power to accept early payment		12
Power to make different arrangements at time of issue of Shares		12
Notice of default		12
Forf eiture or surrender of Shares		12
Disposal of forf eited or surrendered Share and power to cancel forf eiture or surrender		13
Effect of forf eiture or surrender on former Member		13
Evidence of forf eiture or surrender		13
Sale of forf eited or surrendered Shares		14
6	Transfer of Shares	14
Right to transfer		14
Suspension of transfers		15
Company may retain instrument of transfer		15
Notice of refusal to register		15
7	Transmission of Shares	15
Persons entitled on death of a Member		15
Registration of transfer of a Share following death or bankruptcy		15
Indemnity		16
Rights of person entitled to a Share following death or bankruptcy		16
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8	Alteration of capital	16
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Increasing, consolidating, converting, dividing and cancelling share capital		16
Dealing with f ractions resulting f rom consolidation of Shares		17
Reducing share capital		17
9	Conversion, redemption and purchase of own Shares	17
Power to issue redeemable Shares and to purchase own Shares		17
Power to pay for redemption or purchase in cash or in specie		18
Effect of redemption or purchase of a Share		18
Conversion Rights		19
Share Conversions		19
10	Meetings of Members	19
Annual and extraordinary general meetings		19
Power to call meetings		19
Content of notice		20
Period of notice		21
Persons entitled to receive notice		21
Accidental omission to give notice or non-receipt of notice		21
11	Proceedings at meetings of Members	22
Quorum		22
Lack of quorum		22
Chairman		22
Right of a Director to attend and speak		22
Accommodation of Members at meeting		23
Security		23
Adjournment		23
Method of voting		23
Outcome of vote by show of hands		24
Withdrawal of demand for a poll		24
Taking of a poll		24
Chairman’s casting vote		24
Written resolutions		24
Sole-Member Company		25
12	Voting rights of Members	25
Right to vote		25
Voting Rights		25
Rights of joint holders		26
Representation of corporate Members		26
Member with mental disorder		26
Objections to admissibility of votes		27
Form of proxy		27
How and when proxy is to be delivered		28
Voting by proxy		29
13	Number of Directors	29
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14	Appointment, disqualification and removal of Directors	30
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First Directors		30
No age limit		30
Corporate Directors		30
No shareholding qualification		30
Appointment of Directors		30
Board’s power to appoint Directors		30
Eligibility		31
Appointment at annual general meeting		31
Removal of Directors		31
Resignation of Directors		31
Termination of the office of Director		31
15	Alternate Directors	32
Appointment and removal		32
Notices		33
Rights of alternate Director		33
Appointment ceases when the appointor ceases to be a Director		33
Status of alternate Director		33
Status of the Director making the appointment		34
16	Powers of Directors	34
Powers of Directors		34
Directors below the minimum number		34
Appointments to office		34
Provisions for employees		35
Exercise of voting rights		35
Remuneration		35
Disclosure of information		36
17	Delegation of powers	36
Power to delegate any of the Directors’ powers to a committee		36
Local boards		37
Power to appoint an agent of the Company		37
Power to appoint an attorney or authorised signatory of the Company		37
Borrowing Powers		38
Corporate Governance		38
18	Meetings of Directors	38
Regulation of Directors’ meetings		38
Calling meetings		38
Notice of meetings		39
Use of technology		39
Quorum		39
Chairman or deputy to preside		39
Voting		39
Recording of dissent		39
Written resolutions		40
Validity of acts of Directors in spite of formal defect		40
19	Permissible Directors’ interests and disclosure	40
20	Minutes	41
21	Accounts and audit	42
Auditors		42
22	Record dates	42
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23	Dividends	43
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Source of dividends		43
Declaration of dividends by Members		43
Payment of interim dividends and declaration of f inal dividends by Directors		43
Apportionment of dividends		44
Right of set off		44
Power to pay other than in cash		44
How payments may be made		45
Dividends or other monies not to bear interest in absence of special rights		45
Dividends unable to be paid or unclaimed		45
24	Capitalisation of profits	46
Capitalisation of profits or of any share premium account or capital redemption reserve;		46
Applying an amount for the benefit of Members		46
25	Share Premium Account	46
Directors to maintain share premium account		46
Debits to share premium account		47
26	Seal	47
Company seal		47
Duplicate seal		47
When and how seal is to be used		47
If no seal is adopted or used		47
Power to allow non-manual signatures and facsimile printing of seal		48
Validity of execution		48
27	Indemnity	48
Release		49
Insurance		49
28	Notices	49
Form of notices		49
Electronic communications		50
Persons entitled to notices		51
Persons authorised to give notices		51
Delivery of written notices		51
Joint holders		51
Signatures		51
Giving notice to a deceased or bankrupt Member		52
Date of giving notices		52
Saving provision		52
29	Authentication of Electronic Records	53
Application of Articles		53
Authentication of documents sent by Members by Electronic means		53
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		53
Manner of signing		54
Saving provision		54
30	Transfer by way of continuation	54
31	Winding up	55
Distribution of assets in specie		55
No obligation to accept liability		55
32	Amendment of Memorandum and Articles	55
Power to change name or amend Memorandum		55
Power to amend these Articles		55
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CompaniesAct (Revised)

Company Limited by Shares

Forth Amended and Restated

Articles of Association

Golden Sun Health TechnologyGroup Limited

金太阳健康科技集团有限公司

(Adopted by special resolution passed on October 8, 2024)

1	Definitions, interpretation and exclusion of Table A

Definitions

1.1	In these Articles, the following definitions apply:

ADS means an American depository share representing an Ordinary Share;

Articles means, as appropriate:

(a)	these articles of association as amended f rom time to time: or
(b)	two or more particular articles of these Articles; and Articlerefers to a particular article of these Articles;
---	---

Auditors means the auditor or auditors for the time being of the Company;

Board means the board of Directors f rom time to time;

BusinessDay means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;

CaymanIslands means the British Overseas Territory of the Cayman Islands;

ClassA Ordinary Share means an Ordinary Share designated by the directors as a Class A Ordinary Share;

ClassB Ordinary Share means an Ordinary Share designated by the directors as a Class B Ordinary Share;

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ClearDays, in relation to a period of notice, means that period excluding:

(a)	the day when the notice is given or deemed to be given; and
(b)	the day for which it is given or on which it is to take effect;
---	---

Commissionmeans Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;

Company means the above-named company;

DefaultRate means ten per cent per annum;

DesignatedStock Exchanges means the Nasdaq Stock Market in the United States of America for so long as the Company’s Shares or ADSs are there listed and any other stock exchange on which the Company’s Shares or ADSs are listed for trading;

DesignatedStock Exchange Rules means the relevant code, rules and regulations, as amended, f rom time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchanges;

Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly;

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

ElectronicRecord has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

ElectronicSignature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

FullyPaid Up means:

(a)	in relation to a Share with par value, means that the par value for that Share<br>and any premium payable in respect of the issue of that Share, has been fully paid or credited as paid in money or money’s worth;<br>and
(b)	in relation to a Share without par value, means that the agreed issue price for<br>that Share has been fully paid or credited as paid in money or money’s worth;
---	---

GeneralMeeting means a general meeting of the Company duly constituted in accordance with the Articles;

IndependentDirector means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board;

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Lawmeans the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force;

Member means any person or persons entered on the register of Members f rom time to time as the holder of a Share;

Memorandummeans the memorandum of association of the Company as amended f rom time to time;

month means a calendar month;

Officermeans a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;

OrdinaryResolution means a resolution of a General Meeting passed by a simple majority of Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution;

OrdinaryShare means an ordinary share in the capital of the Company having the rights set out in these Articles and issued as either a Class A Ordinary Share or as a Class B Ordinary Share. In these Articles the term Ordinary Share shall embrace all classes of Ordinary Share except where reference is made to a specific class;

PartlyPaid Up means:

(a)	in relation to a Share with par value, that the par value for that Share and any<br>premium payable in respect of the issue of that Share, has not been fully paid or credited as paid in money or money’s worth; and
(b)	in relation to a Share without par value, means that the agreed issue pric e for<br>that Share has not been fully paid or credited as paid in money or money’s worth;
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Registerof Members means the register of Members maintained in accordance with the Law and includes (except where otherwise stated) any branch or duplicate register of the Members;

Secretarymeans a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

Sharemeans a share in the capital of the Company (including a Class AB Share and an Ordinary Share) and the expression:

(a)	includes stock (except where a distinction between shares and stock is expressed<br>or implied); and
(b)	where the context permits, also includes a f raction of a Share;
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SpecialResolution means a resolution of a General Meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution;

TreasuryShares means Shares held in treasury pursuant to the Law and Article 2.13; and

U.S.Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

Interpretation

1.2	In the interpretation of these Articles, the following provisions apply unless the context otherwise<br>requires:
(a)	A reference in these Articles to a statute is a reference to a statute of the Cayman<br>Islands as known by its short title, and includes:
---	---
(i)	any statutory modification, amendment or re-enactment; and
---	---
(ii)	any subordinate legislation or regulations issued under that statute.
---	---

Without limitation to the preceding sentence, a reference to a revised Law of the Cayman Islands is taken to be a reference to the revision of that Law in force f rom time to time as amended f rom time to time.

(b)	Headings are inserted for convenience only and do not affect the interpretation<br>of these Articles, unless there is ambiguity.
(c)	If a day on which any act, matter or thing is to be done under these Articles<br>is not a Business Day, the act, matter or thing must be done on the next Business Day.
---	---
(d)	A word which denotes the singular also denotes the plural, a word which denotes<br>the plural also denotes the singular, and a reference to any gender also denotes the other genders.
---	---
(e)	A reference to a personincludes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency.
---	---
(f)	Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect<br>to that word or phrase has a corresponding meaning.
---	---
(g)	All references to time are to be calculated by reference to time in the place where<br>the Company’s registered office is located.
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(h)	The words written and<br>in writing include all modes of representing or reproducing words<br>in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record<br>is expressed or implied.
---	---
(i)	The words including,<br>include and inparticular or any similar expression are to be construed without limitation.
---	---
1.3	The headings in these Articles are intended for convenience only and shall not<br>affect the interpretation of these Articles.
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Exclusion of Table A Articles

1.4	The regulations contained in Table A in the First Schedule of the Law and any other<br>regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company.
2	Shares
---	---

Power to issue Shares and options, with or without special rights

2.1	Subject to the provisions of the Law and these Articles about the redemption and<br>purchase of the Shares, the Directors have general and unconditional authority to allot (with or without confirming rights of renunciation),<br>grant options over or otherwise deal with any unissued Shares to such persons, at such times and on such terms and conditions as they<br>may decide. No Share may be issued at a discount except in accordance with the provisions of the Law.
2.2	Without limitation to the preceding Article, the Directors may so deal with the<br>unissued Shares:
---	---
(a)	either at a premium or at par; or
---	---
(b)	with or without preferred, deferred or other special rights or restrictions, whether<br>in regard to dividend, voting, return of capital or otherwise.
---	---
2.3	Without limitation to the two preceding Articles, the Directors may refuse to accept<br>any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.
---	---

Power to pay commissions and brokerage fees

2.4	The Company may pay a commission to any person in consideration of that person:
(a)	subscribing or agreeing to subscribe, whether absolutely or conditionally; or
---	---
(b)	procuring or agreeing to procure subscriptions, whether absolute or conditional, for any Shares. That commission<br>may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in<br>another.
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2.5	The Company may employ a broker in the issue of its capital and pay him any proper<br>commission or brokerage.
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Trusts not recognised

2.6	Except as required by Law:
(a)	no person shall be recognised by the Company as holding any Share on any trust;<br>and
---	---
(b)	no person other than the Member shall be recognised by the Company as having any<br>right in a Share.
---	---

Security interests

2.7	Notwithstanding the preceding Article, the Company may (but shall not be obliged<br>to) recognise a security interest of which it has actual notice over shares. The Company shall not be treated as having recognised any<br>such security interest unless it has so agreed in writing with the secured party.

Power to vary class rights

2.8	If the share capital is divided into different classes of Shares then, unless the<br>terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the<br>following applies:
(a)	the Members holding not less than two-thirds of the issued Shares of that class consent<br>in writing to the variation; or
---	---
(b)	the variation is made with the sanction of a Special Resolution passed at a separate<br>general meeting of the Members holding the issued Shares of that class.
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2.9	For the purpose of Article 2.8(b), all the provisions of these Articles relating<br>to general meetings apply, mutatis mutandis, to every such separate meeting except that:
---	---
(a)	the necessary quorum shall be one or more persons holding, or representing by proxy,<br>not less than one third of the issued Shares of the class; and
---	---
(b)	any Member holding issued Shares of the class, present in person or by proxy or,<br>in the case of a corporate Member, by its duly authorised representative, may demand a poll.
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2.10	For the purposes of a separate class meeting, the Directors may treat two or more<br>or all the classes of Shares as forming one class of Shares if the Directors consider that such classes of Shares would be affected in<br>the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.
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Effect of new Share issue on existing class rights

2.11	Unless the terms on which a class of Shares was issued state otherwise, the rights<br>conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking<br>pari passu with the existing Shares of that class.

No bearer Shares or warrants

2.12	The Company shall not issue Shares or warrants to bearers.

Treasury Shares

2.13	Shares that the Company purchases, redeems or acquires by way of surrender in<br>accordance with the Law shall be held as Treasury Shares and not treated as cancelled if :
(a)	the Directors so determine prior to the purchase, redemption or surrender of those<br>shares; and
---	---
(b)	the relevant provisions of the Memorandum and Articles and the Law are otherwise<br>complied with.
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Rights attaching to Treasury Shares and related matters

2.14	No dividend may be declared or paid, and no other distribution (whether in cash<br>or otherwise) of the Company’s assets (including any distribution o f assets to Members on a winding up) may be made to the Company<br>in respect of a Treasury Share.
2.15	The Company shall be entered in the register of Members as the holder of the Treasury<br>Shares. However:
---	---
(a)	the Company shall not be treated as a Member for any purp ose and shall not exercise<br>any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void; and
---	---
(b)	a Treasury Share shall not be voted, directly or indirectly, at any meeting of<br>the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these<br>Articles or the Law.
---	---
2.16	Nothing in Article 2.15 prevents an allotment of Shares as Fully Paid Up bonus<br>shares in respect of a Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury Share shall be treated<br>as Treasury Shares.
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2.17	Treasury Shares may be disposed of by the Company in accordance with the Law and<br>otherwise on such terms and conditions as the Directors determine.
---	---

2.18

The Directors shall keep or cause to be kept a register of Members as required by the Law and may cause the Company to maintain one or more branch registers as contemplated by the Law, provided that where the Company is maintaining one or more branch registers, the Directors shall ensure that a duplicate of each branch register is kept with the Company’s principal register of Members and updated within such number of days of any amendment having been made to such branch register as may be required by the Law.

Annual Return

2.19	The Directors in each calendar year shall prepare or cause to be prepared an annual<br>return and declaration setting forth the particulars required by the Law and shall deliver a copy thereof to the registrar of companies<br>for the Cayman Islands.
3	Share certificates
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Issue of share certificates

3.1	A Member shall only be entitled to a share certificate if the Directors resolve<br>that share certificates shall be issued. Share certificates representing Shares, if any , shall be in such form as the Directors may determine.<br>If the Directors resolve that share certificates shall be issued, upon being entered in the register of Members as the holder of a Share,<br>the Directors may issue to any Member:
(a)	without payment, one certificate for all the Shares of each class held by that<br>Member (and, upon transferring a part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding);<br>and
---	---
(b)	upon payment of such reasonable sum as the Directors may determine for every certificate<br>after the f irst, several certificates each for one or more of that Member’s Shares.
---	---
3.2	Every certificate shall specify the number, class and distinguishing numbers (if<br>any) of the Shares to which it relates and whether they are Fully Paid Up or Partly Paid Up. A certificate may be executed under seal<br>or executed in such other manner as the Directors determine.
---	---
3.3	Every certificate shall bear legends required under the applicable laws, including<br>the U.S. Securities Act.
---	---
3.4	The Company shall not be bound to issue more than one certificate for Shares held<br>jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.
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Renewal of lost or damaged share certificates

3.5	If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed<br>on such terms (if any) as to:
(a)	evidence;
---	---
(b)	indemnity;
---	---
(c)	payment of the expenses reasonably incurred by the Company in investigating the<br>evidence; and
---	---
(d)	payment of a reasonable fee, if any for issuing a replacement share certificate,
---	---

as the Directors may determine, and (in the case of defacement or wearing -out) on delivery to the Company of the old certificate.

4	Lien on Shares

Nature and scope of lien

4.1	The Company has a f irst and paramount lien on all Shares (whether Fully Paid<br>Up or not) registered in the name of a Member (whether solely or jointly with others). The lien is for all monies payable to the Company<br>by the Member or the Member’s estate:
(a)	either alone or jointly with any other person, whether or not that other person<br>is a Member; and
---	---
(b)	whether or not those monies are presently payable.
---	---
4.2	At any time the Board may declare any Share to be wholly or partly exempt f rom<br>the provisions of this Article.
---	---

Company may sell Shares to satisfy lien

4.3	The Company may sell any Shares over which it has a lien if all of the following<br>conditions are met:
(a)	the sum in respect of which the lien exists is presently payable;
---	---
(b)	the Company gives notice to the Member holding the Share (or to the person entitled<br>to it in consequence of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with<br>the Shares may be sold; and
---	---
(c)	that sum is not paid within fourteen Clear Days after that notice is deemed to<br>be given under these Articles, and Shares to which this Article 4.3 applies shall be referred<br>to as Lien Default Shares.
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4.4	The Lien Default Shares may be sold in such manner as the Board determines.
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4.5	To the maximum extent permitted by law, the Directors shall incur no personal liability<br>to the Member concerned in respect of the sale.
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Authority to execute instrument of transfer

4.6	To give effect to a sale, the Directors may authorise any person to execute an<br>instrument of transfer of the Lien Default Shares sold to, or in accordance with the directions of, the purchaser.
4.7	The title of the transferee of the Lien Default Shares shall not be affected by<br>any irregularity or invalidity in the proceedings in respect of the sale.
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Consequences of sale of Shares to satisfy lien

4.8	On a sale pursuant to the preceding Articles:
(a)	the name of the Member concerned shall be removed f rom the register of Members as the holder of those<br>Lien Default Shares; and
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(b)	that person shall deliver to the Company for cancellation the certificate (if any) for those Lien Default<br>Shares.
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4.9	Notwithstanding the provisions of Article 4.8, such person shall remain liable<br>to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Lien Default<br>Shares. That person shall also be liable to pay interest on those monies f rom the date of sale until payment at the rate at which interest<br>was payable before that sale or, failing that, at the Default Rate. The Board may waive payment wholly or in part or enforce payment without<br>any allowance for the value of the Lien Default Shares at the time of sale or for any consideration received on their disposal.
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Application of proceeds of sale

4.10	The net proceeds of the sale, after payment of the costs, shall be applied in payment<br>of so much of the sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Lien Default Shares<br>have been sold:
(a)	if no certificate for the Lien Default Shares was issued, at the date of the sale; or
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(b)	if a certificate for the Lien Default Shares was issued, upon surrender to the Company of that certificate<br>for cancellation but, in either case, subject to the Company retaining<br>a like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.
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5	Calls on Shares and forfeiture
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Power to make calls and effect of calls

5.1	Subject to the terms of allotment, the Board may make calls on the Members in respect<br>of any monies unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving<br>at least 14 Clear Days’ notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called<br>on his Shares as required by the notice.
5.2	Before receipt by the Company of any sum due under a call, that call may be revoked<br>in whole or in part and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company<br>may revoke the call in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining<br>instalments in whole or in part.
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5.3	A Member on whom a call is made shall remain liable for that call notwithstanding<br>the subsequent transfer of the Shares in respect of which the call was made. He shall not be liable for calls made after he is no longer<br>registered as Member in respect of those Shares.
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Time when call made

5.4	A call shall be deemed to have been made at the time when the resolution of the<br>Directors authorising the call was passed.

Liability of joint holders

5.5	Members registered as the joint holders of a Share shall be jointly and severally<br>liable to pay all calls in respect of the Share.

Interest on unpaid calls

5.6	If a call remains unpaid after it has become due and payable the person f rom<br>whom it is due and payable shall pay interest on the amount unpaid f rom the day it became due and payable until it is paid:
(a)	at the rate f ixed by the terms of allotment of the Share or in the notice of the call; or
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(b)	if no rate is f ixed, at the Default Rate.
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The Directors may waive payment of the interest wholly or in part.

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Deemed calls

5.7	Any amount payable in respect of a Share, whether on allotment or on a f ixed<br>date or otherwise, shall be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall<br>apply as if the amount had become due and payable by virtue of a call.

Power to accept early payment

5.8	The Company may accept f rom a Member the whole or a part of the amount remaining<br>unpaid on Shares held by him although no part of that amount has been called up.

Power to make different arrangements at time of issue of Shares

5.9	Subject to the terms of allotment, the Directors may make arrangements on the<br>issue of Shares to distinguish between Members in the amounts and times of payment of calls on their Shares.

Notice of default

5.10	If a call remains unpaid after it has become due and payable the Directors may<br>give to the person f rom whom it is due not less than 14 Clear Days’ notice requiring payment of:
(a)	the amount unpaid;
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(b)	any interest which may have accrued;
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(c)	any expenses which have been incurred by the Company due to that person’s default.
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5.11	The notice shall state the following:
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(a)	the place where payment is to be made; and
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(b)	a warning that if the notice is not complied with the Shares in respect of which the call is made will<br>be liable to be forfeited.
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Forfeiture or surrender of Shares

5.12	If the notice given pursuant to Article 5.10 is not complied with, the Directors<br>may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The<br>forfeiture shall include all dividends or other monies payable in respect of the forfeited Share and not paid before the forfeiture. Despite<br>the foregoing, the Board may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member<br>holding that Share in lieu of forfeiture.
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Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

5.13

A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the Directors think f it at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the Share to the transferee.

Effect of forfeiture or surrender on former Member

5.14	On forfeiture or surrender:
(a)	the name of the Member concerned shall be removed f rom the register of Members<br>as the holder of those Shares and that person shall cease to be a Member in respect of those Shares; and
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(b)	that person shall surrender to the Company for cancellation the certificate (if<br>any) for the forfeited or surrendered Shares.
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5.15	Despite the forfeiture or surrender of his Shares, that person shall remain liable<br>to the Company for all monies which at the date of forfeiture or surrender were presently payable by him to the Company in respect of<br>those Shares together with:
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(a)	all expenses; and
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(b)	interest f rom the date of forfeiture or surrender until payment:
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(i)	at the rate of which interest was payable on those monies before forfeiture; or
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(ii)	if no interest was so payable, at the Default Rate.
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The Directors, however, may waive payment wholly or in p art.

Evidence of forfeiture or surrender

5.16	A declaration, whether statutory or under oath, made by a Director or the Secretary<br>shall be conclusive evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:
(a)	that the person making the declaration is a Director or Secretary of the Company, and
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(b)	that the particular Shares have been forfeited or surrendered on a particular date.
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Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

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Sale of forfeited or surrendered Shares

5.17	Any person to whom the forfeited or surrendered Shares are disposed of shall not<br>be bound to see to the application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any<br>irregularity in, or invalidity of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares.
6	Transfer of Shares
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Right to transfer

6.1	The instrument of transfer of any Share shall be in writing and in any usual or<br>common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor<br>and if in respect of a nil or Partly Paid Up Share, or if so required by the Directors, shall also be executed on behalf of the transferee<br>and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably<br>require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Member until the name of<br>the transferee is entered in the register of Members in respect of the relevant Shares.
6.2	The Directors may in their absolute discretion decline to register any transfer<br>of Shares which is not Fully Paid Up or on which the Company has a lien.
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6.3	The Directors may also, but are not required to, decline to register any transfer<br>of any Share unless:
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(a)	the instrument of transfer is lodged with the Company, accompanied by the certificate<br>(if any) for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor<br>to make the transfer;
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(b)	the instrument of transfer is in respect of only one class of Shares;
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(c)	the instrument of transfer is properly stamped, if required;
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(d)	in the case of a transfer to joint holders, the number of joint holders to whom<br>the Share is to be transferred does not exceed four;
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(e)	the Shares transferred are Fully Paid Up and f ree of any lien in favour of t<br>he Company; and
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(f)	any applicable fee of such maximum sum as the Designated Stock Exchanges may determine<br>to be payable, or such lesser sum as the Board may f rom time to time require, related to the transfer is paid to the Company.
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Suspension of transfers

6.4

The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register of Members closed at such times and for such periods as the Directors may, in their abs olute discretion, f rom time to time determine, provided always that such registration of transfer shall not be suspended nor the register of Members closed for more than 30 days in any year.

Company may retain instrument of transfer

6.5	All instruments of transfer that are registered shall be retained by the Company.

Notice of refusal to register

6.6	If the Directors refuse to register a transfer of any Shares, they shall within<br>three months after the date on which the instrument of transfer was lodged with the Company send to each of the transferor and the transferee<br>notice of the refusal.
7	Transmission of Shares
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Persons entitled on death of a Member

7.1	If a Member dies, the only persons recognised by the Company as having any title<br>to the deceased Members’ interest are the following:
(a)	where the deceased Member was a joint holder, the survivor or survivors; and
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(b)	where the deceased Member was a sole holder, that Member’s personal representative or representatives.
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7.2	Nothing in these Articles shall release the deceased Member’s estate f rom<br>any liability in respect of any Share, whether the deceased was a sole holder or a joint holder.
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Registration of transfer of a Share following death or bankruptcy

7.3	A person becoming entitled to a Share in consequence of the death or bankruptc<br>y of a Member may elect to do either of the following:
(a)	to become the holder of the Share; or
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(b)	to transfer the Share to another person.
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7.4	That person must produce such evidence of his entitlement as the Directors may<br>properly require.
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7.5	If the person elects to become the holder of the Share, he must give notice to<br>the Company to that effect. For the purposes of these Articles, that notice shall be treated as though it were an executed instrument<br>of transfer.
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7.6	If the person elects to transfer the Share to another person then:
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(a)	if the Share is Fully Paid Up, the transferor must execute an instrument of transfer;<br>and
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(b)	if the Share is nil or Partly Paid Up, the transferor and the transferee must<br>execute an instrument of transfer.
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7.7	All the Articles relating to the transfer of Shares shall apply to the notice<br>or, as appropriate, the instrument of transfer.
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Indemnity

7.8	A person registered as a Member by reason of the death or bankruptcy of another<br>Member shall indemnify the Company and the Directors against any loss or damage suffered by the Company or the Directors as a result of<br>that registration.

Rights of person entitled to a Share following death or bankruptcy

7.9

A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares.

Alteration of capital

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Increasing, consolidating, converting, dividing and cancelling share capital

8.1	To the fullest extent permitted by the Law, the Company may by Ordinary Resolution<br>do any of the following and amend its Memorandum for that purpose:
(a)	increase its share capital by new Shares of the amount f ixed by that Ordinary<br>Resolution and with the attached rights, priorities and privileges set out in that Ordinary Resolution;
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(b)	consolidate and divide all or any of its share capital into Shares of larger amount<br>than its existing Shares;
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(c)	convert all or any of its Paid Up Shares into stock, and reconvert that stock<br>into Paid Up Shares of any denomination;
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(d)	sub-divide its Shares or any of them into Shares of an amount smaller than that<br>f ixed by the Memorandum, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid<br>on each reduced Share shall be the same as it was in case of the Share f rom which the reduced Share is derived; and
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(e)	cancel Shares which, at the date of the passing of that Ordinary Resolution, have<br>not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled<br>or, in the case of Shares without nominal par value, diminish the number of Shares into which its capital is divided.
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Dealing with fractions resulting from consolidation of Shares

8.2	Whenever, as a result of a consolidation of Shares, any Members would become entitled<br>to f ractions of a Share the Directors may on behalf of those Members deal with the f ractions as it thinks f it, including (without limitation):
(a)	either round up or down the f raction to the nearest whole number, such rounding<br>to be determined by the Directors acting in their sole discretion; or
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(b)	sell the Shares representing the f ractions for the best price reasonably obtainable<br>to any person (including, subject to the provisions of the Law, the Company); and
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(c)	distribute the net proceeds in due proportion among those Members.
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8.3	For the purposes of Article 8.2, the Directors may authorise some person to execute<br>an instrument of transfer of the Shares to, in accordance with the directions of, the purchaser. The transferee shall not be bound to<br>see to the application of the p urchase money nor shall the transferee’s title to the Shares be affected by any irregularity in,<br>or invalidity of, the proceedings in respect of the sale.
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Reducing share capital

8.4	Subject to the Law and to any rights for the time being conferred on the Members<br>holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.
9	Conversion, redemption and purchase of own Shares
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Power to issue redeemable Shares and to purchase own Shares

9.1	Subject to the Law and to any rights for the time being conferred on the Members<br>holding a particular class of Shares, the Company may by its Directors:
(a)	issue Shares that are to be redeemed or liable to be redeemed, at the option of<br>the Company or the Member holding those redeemable Shares, on the terms and in the manner its Directors determine before the issue of<br>those Shares;
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(b)	with the consent by Special Resolution of the Members holding Shares of a particular<br>class, vary the rights attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed<br>at the option of the Company on the terms and in the manner which the Directors determine at the time of such variation; and
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(c)	purchase all or any of its own Shares of any class including any redeemable Shares<br>on the terms and in the manner which the Directors determine at the time of such purchase.
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The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Law, including out of any combination of the following: capital, its profits and the proceeds of a f resh issue of Shares.

Power to pay for redemption or purchase in cash or in specie

9.2	When making a payment in respect of the redemption or purchase of Shares, the<br>Directors may make the payment in cash or in specie (or partly<br>in one and partly in the other) if so authorised by the terms of the allotment of those Shares or by the terms applying to those Shares<br>in accordance with Article 9.1, or otherwise by agreement with the Member holding those Shares.

Effect of redemption or purchase of a Share

9.3	Upon the date of redemption or purchase of a Share:
(a)	the Member holding that Share shall cease to be entitled to any rights in respect<br>of the Share other than the right to receive:
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(i)	the price for the Share; and
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(ii)	any dividend declared in respect of the Share prior to the date of redemption or purchase;
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(b)	the Member’s name shall be removed f rom the register of Members with respect<br>to the Share; and
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(c)	the Share shall be cancelled or held as a Treasury Share, as the Directors may<br>determine.
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9.4	For the purpose of Article 9.3, the date of redemption or purchase is the date<br>when the Member’s name is removed f rom the register of Members with respect to the Shares the subject of the redemption or purchase.
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Conversion Rights

9.5

Each Class B Ordinary Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such Share, at the office of the Company or any transfer agent for such Shares, into one fully paid and non-assessable Class A Ordinary Share.

9.6

The Directors shall at all times reserve and keep available out of the Company’s authorised but unissued Class A Ordinary Shares, solely for the purpose of effecting the co nversion of the Class B Ordinary Shares, such number of its Class A Ordinary Shares as shall f rom time to time be sufficient to effect the conversion of all outstanding Class B Ordinary Shares; and if at any time the number of authorised but unissued Class A Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Class B Ordinary Shares, in addition to such other remedies as shall be available to the holders of such Class B Ordinary Shares, the Directors will take such action as may be necessary to increase its authorised but unissued Class A Ordinary Shares to such number of Shares as shall be sufficient for such purposes.

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Share Conversions

9.7

All conversions of Class B Ordinary Shares to Class A Ordinary Shares shall be effec ted by way of redemption or repurchase by the Company of the relevant Class B Ordinary Shares and the simultaneous issue of Class A Ordinary Shares in consideration for such redemption or repurchase. The Members and the Company will procure that any and al l necessary corporate actions are taken to effect such conversion.

Meetings of Members

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Annual and extraordinary general meetings

10.1	The Company may, but shall not (unless required by the Designated Stock Exchange<br>Rules) be obligated to, in each year hold a general meeting as an annual general meeting, which, if held, shall be convened by the Board,<br>in accordance with these Articles.
10.2	All general meetings other than annual general meetings shall be called extraordinary<br>general meetings.
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Power to call meetings

10.3	The Directors may call a general meeting at any time.
10.4	If there are insufficient Directors to constitute a quorum and the remaining Directors<br>are unable to agree on the appointment of additional Directors, the Directors must call a general meeting for the purpose of appointing<br>additional Directors.
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10.5	The Directors must also call a general meeting if requisitioned in the manner set<br>out in the next two Articles.
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10.6	The requisition must be in writing and given by one or more Members who together<br>hold at least ten per cent of the rights to vote at such general meeting.
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10.7	The requisition must also:
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(a)	specify the purpose of the meeting.
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(b)	be signed by or on behalf of each requisitioner (and for this purpose each joint<br>holder shall be obliged to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners;<br>and
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(c)	be delivered in accordance with the notice provisions.
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10.8	Should the Directors fail to call a general meeting within 21 Clear Days’<br>f rom the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the<br>end of that period.
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10.9	Without limitation to the foregoing, if there are insufficient Directors to constitute<br>a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, any one or more Members who together<br>hold at least f ive per cent of the rights to vote at a general meeting may call a general meeting for the purpose of considering the<br>business specified in the notice of meeting which shall include as an item of business the appointment of additional Directors.
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10.10	If the Members call a meeting under the above provisions, the Company shall reimburse<br>their reasonable expenses.
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Content of notice

10.11	Notice of a general meeting shall specify each of the following:
(a)	the place, the date and the hour of the meeting;
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(b)	if the meeting is to be held in two or more places, the technology that will be<br>used to facilitate the meeting;
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(c)	subject to paragraph (d) and the requirements of (to the extent applicable) the Designated<br>Stock Exchange Rules, the general nature of the business to be transacted; and
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(d)	if a resolution is proposed as a Special Resolution, the text of that resolution.
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10.12	In each notice there shall appear with reasonable prominence the following statements:
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(a)	that a Member who is entitled to attend and vote is entitled to appoint one or<br>more proxies to attend and vote instead of that Member; and
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(b)	that a proxyholder need not be a Member.
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Period of notice

10.13	At least twenty-one Clear Days’ notice of an annual general meeting must be given<br>to Members. For any other general meeting, at least fourteen Clear Days’ notice must be given to Members.
10.14	Subject to the Law, a meeting may be convened on shorter notice, subject to the<br>Law with the consent of the Member or Members who, individually or collectively, hold at least ninety per cent of the voting rights of<br>all those who have a right to vote at that meeting.
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Persons entitled to receive notice

10.15	Subject to the provisions of these Articles and to any restrictions imposed on<br>any Shares, the notice shall be given to the following people:
(a)	the Members
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(b)	persons entitled to a Share in consequence of the death or bankruptcy of a Member;
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(c)	the Directors; and
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(d)	the Auditors.
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10.16	The Board may determine that the Members entitled to receive notice of a meeting<br>are those persons entered on the register of Members at the close of business on a day determined by the Board.
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Accidental omission to give notice or non-receipt of notice

10.17	Proceedings at a meeting shall not be invalidated by the following:
(a)	an accidental failure to give notice of the meeting to any person entitled to notice; or
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(b)	non-receipt of notice of the meeting by any person entitled to notice.
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10.18	In addition, where a notice of meeting is published on a website proceedings at<br>the meeting shall not be invalidated merely because it is accidentally published:
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(a)	in a different place on the website; or
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(b)	for part only of the period f rom the date of the notification until the conclusion of the meeting<br>to which the notice relates.
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11	Proceedings at meetings of Members
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Quorum

11.1	Save as provided in the following Article, no business shall be transacted at<br>any meeting unless a quorum is present in person or by proxy. A quorum is as follows:
(a)	if the Company has only one Member: that Member;
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(b)	if the Company has more than one Member: one or more Members holding Shares that<br>represent not less than one-third of the outstanding Shares carrying the right to vote at such general meeting.
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Lack of quorum

11.2	If a quorum is not present within f if teen minutes of the time appointed for the<br>meeting, or if at any time during the meeting it becomes inquorate, then the following provisions apply:
(a)	If the meeting was requisitioned by Members, it shall be cancelled.
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(b)	In any other case, the meeting shall stand adjourned to the same time and place<br>seven days hence, or to such other time or place as is determined by the Directors. If a quorum is not present within f if teen minutes<br>of the time appointed for the adjourned meeting, then the Members present in person or by proxy shall constitute a quorum.
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Chairman

11.3	The chairman of a general meeting shall be the chairman of the Board or such other<br>Director as the Directors have nominated to chair Board meetings in the absence of the chairman of the Board. Absent any such person being<br>present within f if teen minutes of the time appointed for the meeting, the Directors present shall elect one of their number to chair<br>the meeting.
11.4	If no Director is present within f if teen minutes of the time appointed for the<br>meeting, or if no Director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose<br>one of their number to chair the meeting.
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Right of a Director to attend and speak

11.5	Even if a Director is not a Member, he shall be entitled to attend and speak at<br>any general meeting and at any separate meeting of Members holding a particular class of Shares.
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Accommodation of Members at meeting

11.6	lf it appears to the chairman of the meeting that the meeting place specified<br>in the notice convening the meeting is inadequate to accommodate all Members entitled and wishing to attend, the meeting will be duly constituted and its proceedings<br>valid if the chairman is satisfied that adequate facilities are available to ensure that a Member who is unable to be accommodated is<br>able (whether at the meeting place or elsewhere):
(a)	to participate in the business for which the meeting has been convened;
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(b)	to hear and see all persons present who speak (whether by the use of microphones, loud-speakers, audio-visual<br>communications equipment or otherwise); and
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(c)	to be heard and seen by all other persons present in the same way.
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Security

11.7

In addition to any measures which the Board may be required to take due to the location or venue of the meeting, the Board may make any arrangement and impose any restriction it considers appropriate and reasonable in the circumstances to ensure the security of a meeting including, without limitation, the searching of any person attending the meeting and the imposing of restrictions on the items of personal property that may be taken into the meeting place. The Board may refuse entry to, or eject f rom, a meeting a person who refuses to comply with any such arrangements or restrictions.

Adjournment

11.8	The chairman may at any time adjourn a meeting with the consent of the Members<br>constituting a quorum. The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at<br>an adjourned meeting other than business which might properly have been transacted at the original meeting.
11.9	Should a meeting be adjourned for more than 7 Clear Days, whether because of a lack<br>of quorum or otherwise, Members shall be given at least seven Clear Days’ notice of the date, time and place of the adjourned meeting<br>and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.
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Method of voting

11.10	A resolution put to the vote of the meeting shall be decided on a show of hands<br>unless before, or on, the declaration of the result of the show of hands, a poll is duly demanded. Subject to the Law, a poll may be demanded:
(a)	by the chairman of the meeting;
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(b)	by at least two Members having the right to vote on the resolutions;
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(c)	by any Member or Members present who, individually or collectively, hold at least ten per cent of the<br>voting rights of all those who have a right to vote on the resolution.
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Outcome of vote by show of hands

11.11	Unless a poll is duly demanded, a declaration by the chairman as to the result<br>of a resolution and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the outcome of a show of hands<br>without proof of the number or proportion of the votes recorded in favour of or against the resolution.

Withdrawal of demand for a poll

11.12

The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. The chairman shall announce any such withdrawal to the meeting and, unless another person forthwith demands a poll, any earlier show of hands on that resolution shall be treated as the vote on that resolution; if there has been no earlier show of hands, then the resolution shall be put to the vote of the meeting.

Taking of a poll

11.13	A poll demanded on the question of adjournment shall be taken immediately.
11.14	A poll demanded on any other question shall be taken either immediately or at an<br>adjourned meeting at such time and place as the chairman directs, not being more than thirty Clear Days after the poll was demanded.
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11.15	The demand for a poll shall not prevent the meeting continuing to transact any<br>business other than the question on which the poll was demanded.
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11.16	A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers<br>(who need not be Members) and f ix a place and time for declaring the result of the poll. If , through the aid of technology, the meeting<br>is held in more than place, the chairman may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively<br>monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.
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Chairman’s casting vote

11.17	In the case of an equality of votes, whether on a show of hands or on a poll,<br>the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting<br>vote.

Written resolutions

11.18	Members may pass a resolution in writing without holding a meeting if the following<br>conditions are met:
(a)	all Members entitled to vote are given notice of the resolution as if the same were being proposed<br>at a meeting of Members;
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(b)	all Members entitled so to vote;
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(i)	sign a document; or
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(ii)	sign several documents in the like form each signed by one or more of those Members; and
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(c)	the signed document or documents is or are delivered to the Company, including,<br>if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose.
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(d)	Such written resolution shall be as effective as if it had been passed at a meet<br>ing of the Members entitled to vote duly convened and held.
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11.19	If a written resolution is described as a Special Resolution or as an Ordinary<br>Resolution, it has effect accordingly.
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11.20	The Directors may determine the manner in which written resolutions shall be p<br>ut to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number<br>of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour<br>of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall<br>be determined on the same basis as on a poll.
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Sole-Member Company

11.21	If the Company has only one Member, and the Member records in writing his decision<br>on a question, that record shall constitute both the passing of a resolution and the minute of it.
12	Voting rights of Members
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Right to vote

12.1	Subject to the following, unless their Shares carry no right to vote, or unless<br>a call or other amount presently payable has not been paid, all Members are entitled to vote at a general meeting, whether on a show of<br>hands or on a poll, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of<br>that class of Shares.

Voting Rights

12.2	The holder of an Ordinary Share shall (in respect of such Ordinary Share) have<br>the right to receive notice of, attend at and vote as a Member at any general meeting of the Company.
12.3	Each holder of Ordinary Shares shall, on a poll, be entitled to one vote for each<br>Share he or she holds save that each holder of Class B Ordinary Shares shall, on a poll, be entitled to exercise f ive (5) votes for each Class B Ordinary<br>Share he or she holds on any and all matters.
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12.4	Members may vote in person or by proxy.
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12.5	On a show of hands, every Member shall have one vote. For the avoidance of doubt,<br>an individual who represents two or more Members, including a Member in that individual’s own right, that individual shall be entitled<br>to a separate vote for each Member.
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12.6	No Member is bound to vote on his Shares or any of them; nor is he bound to vote<br>each of his Shares in the same way.
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Rights of joint holders

12.7	If Shares are held jointly, only one of the joint holders may vote. If more than<br>one of the joint holders tenders a vote, the vote of the holder whose name in respect of those Shares appears f irst in the register of<br>Members shall be accepted to the exclusion of the votes of the other joint holder.

Representation of corporate Members

12.8	Save where otherwise provided, a corporate Member must act by a duly authorised<br>representative.
12.9	A corporate Member wishing to act by a duly authorised representative must identify<br>that person to the Company by notice in writing.
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12.10	The authorisation may be for any period of time, and must be delivered to the Company<br>before the commencement of the meeting at which it is f irst used.
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12.11	The Directors of the Company may require the production of any evidence which<br>they consider necessary to determine the validity of the notice.
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12.12	Where a duly authorised representative is present at a meeting that Member is<br>deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member.
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12.13	A corporate Member may revoke the appointment of a duly authorised representative<br>at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised<br>representative before the Directors of the Company had actual notice of the revocation.
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Member with mental disorder

12.14	A Member in respect of whom an order has been made by any court having jurisdiction<br>(whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands<br>or on a poll, by that Member’s receiver, curator bonis or<br>other person authorised in that behalf appointed by that court.
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12.15	For the purpose of the preceding Article, evidence to the satisfaction of the Directors<br>of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant<br>meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by<br>Electronic means. In default, the right to vote shall not be exercisable.
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Objections to admissibility of votes

12.16	An objection to the validity of a person’s vote may only be raised at the<br>meeting or at the adjourned meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman<br>whose decision shall be f inal and conclusive.

Form of proxy

12.17	An instrument appointing a proxy shall be in any common form or in any other form<br>approved by the Directors.
12.18	The instrument must be in writing and signed in one of the following ways:
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(a)	by the Member; or
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(b)	by the Member’s authorised attorney; or
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(c)	if the Member is a corporation or other body corporate, under seal or signed by an authorised officer,<br>secretary or attorney.
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If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

12.19	The Directors may require the production of any evidence which they consider necessary<br>to determine the validity of any appointment of a proxy.
12.20	A Member may revoke the appointment of a proxy at any time by notice to the Company<br>duly signed in accordance with Article 12.18.
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12.21	No revocation by a Member of the appointment of a proxy made in accordance with Article 12.20 will affect the validity of any acts carried<br>out by the relevant proxy before the Directors of the Company had actual notice of the revocation.
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How and when proxy is to be delivered

12.22	Subject to the following Articles, the Directors may, in the notice convening any<br>meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing<br>a proxy shall be deposited and the p lace and the time (being not later than the time appointed for the commencement of the meeting or<br>adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such<br>direction f rom the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company,<br>the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in any<br>other way approved by the Directors) must be delivered so that it is received by the Company before the time for holding the meeting or<br>adjourned meeting at which the person named in the form of appointment of proxy proposes to vote. They must be delivered in either of<br>the following ways:
(a)	In the case of an instrument in writing, it must be lef t at or sent by post:
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(i)	to the registered office of the Company; or
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(ii)	to such other place within the Cayman Islands specified in the notice convening the<br>meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting.
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(b)	If , pursuant to the notice provisions, a notice may be given to the Company in<br>an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions<br>unless another address for that purpose is specified:
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(i)	in the notice convening the meeting; or
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(ii)	in any form of appointment of a proxy sent out by the Company in relation to the<br>meeting; or
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(iii)	in any invitation to appoint a proxy issued by the Company in relation to the<br>meeting.
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(c)	Notwithstanding Article 12.22(a) and Article 12.22(b), the chairman of the Company<br>may, in any event at his discretion, direct that an instrument of proxy shall be deemed to have been duly deposited.
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12.23	Where a poll is taken:
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(a)	if it is taken more than seven Clear Days after it is demanded, the form of appointment<br>of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered in accordance with Article 12.22 before<br>the time appointed for the taking of the poll;
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(b)	if it to be taken within seven Clear Days after it was demanded, the form of appointment<br>of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered in accordance with Article 12.22 before<br>the time appointed for the taking of the poll.
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12.24	If the form of appointment of proxy is not delivered on time, it is invalid.
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12.25	When two or more valid but differing appointments of proxy are delivered or received<br>in respect of the same Share for use at the same meeting and in respect of the same matter, the one which is last validly delivered or<br>received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards<br>that Share. lf the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated<br>as valid in respect of that Share.
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12.26	The Board may at the expense of the Company send forms of appointment of proxy<br>to the Members by post (that is to say, pre-paying and posting a letter), or by Electronic communication or otherwise (with or without<br>provision for their return by pre-paid post) for use at any general meeting or at any separate meeting of the holders of any class of<br>Shares, either blank or nominating as proxy in the alternative any one or more of the Directors or any other person. lf for the purpose<br>of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s<br>expense, they shall be issued to all (and not to some only) of the Members entitled to be sent notice of the meeting and to vote at it.<br>The accidental omission to send such a form of appointment or to give such an invitation to, or the non-receipt of such form of appointment<br>by, any Member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting
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Voting by proxy

12.27	A proxy shall have the same voting rights at a meeting or adjourned meeting as<br>the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment<br>of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on<br>the same resolution, unless in respect of different Shares, shall be invalid.
12.28	The instrument appointing a proxy to vote at a meeting shall be deemed also to<br>confer authority to demand or join in demanding a poll and, for the purposes of Article 11.11, a demand by a person as proxy for a Member<br>shall be the same as a demand by a Member. Such appointment shall not confer any further right to speak at the meeting, except with the<br>permission of the chairman of the meeting.
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13	Number of Directors
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13.1	There shall be a Board consisting of not less than one person provided however<br>that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. Unless f ixed by Ordinary Resolution,<br>the maximum number of Directors shall be unlimited.
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14	Appointment, disqualification and removal of Directors First
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Directors

14.1	The f irst Directors shall be appointed in writing by the subscriber or subscribers<br>to the Memorandum, or a majority of them.

No age limit

14.2	There is no age limit for Directors save that they must be at least eighteen years of age.

Corporate Directors

14.3	Unless prohibited by law, a body corporate may be a Director. If a body corporate<br>is a Director, the Articles about representation of corporate Members at general meetings apply, mutatis mutandis, to the Articles about<br>Directors’ meetings.

No shareholding qualification

14.4	Unless a shareholding qualification for Directors is f ixed by Ordinary Resolution,<br>no Director shall be required to own Shares as a condition of his appointment.

Appointment of Directors

14.5	A Director may be appointed by Ordinary Resolution or by the Directors. Any appointment<br>may be to f ill a vacancy or as an additional Director.
14.6	A remaining Director may appoint a Director even though there is not a quorum of Directors.
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14.7	No appointment can cause the number of Directors to exceed the maximum (if one<br>is set); and any such appointment shall be invalid.
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14.8	For so long as Shares or ADSs are listed on a Designated Stock Exchange, the Directors<br>shall include at least such number of Independent Directors as applicable law, rules or regulations or the Designated Stock Exchange Rules<br>require as determined by the Board.
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Board’s power to appoint Directors

14.9	Without prejudice to the Company’s power to appoint a person to be a Director<br>pursuant to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to<br>f ill a vacancy or as an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number f ixed<br>by or in accordance with these Articles.
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14.10	Any Director so appointed shall, if still a Director, retire at the next annual<br>general meeting after his appointment and be eligible to stand for election as a Director at such meeting.
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Eligibility

14.11	No person (other than a Director retiring in accordance with these Articles) shall<br>be appointed or re-appointed a Director at any general meeting unless:
(a)	he is recommended by the Board; or
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(b)	not less than seven nor more than forty-two Clear Days before the date appointed<br>for the meeting, a Member (other than the person to be proposed) entitled to vote at the meeting has given to the Company notice of his<br>intention to propose a resolution for the appointment of that person, stating the particulars which would, if he were so appointed, be<br>required to be included in the Company’s register of Directors and a notice executed by that person of his willingness to be appointed.
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Appointment at annual general meeting

14.12

Unless re-appointed pursuant to the provisions of Article 14.5 or removed f rom office pursuant to the provisions of Article 14.13, each Director shall be appointed for a term expiring at the next-following annual general meeting of the Company. At any such annual general meeting, Directors will be elected by Ordinary Resolution. At each annual general meeting of the Company, each Director elected at such meeting shall be elected to hold office for a one-year term and until the election of their respective successors in office or removal pursuant to Articles 14.5 and 14.13.

Removal of Directors

14.13	A Director may be removed by Ordinary Resolution.

Resignation of Directors

14.14	A Director may at any time resign office by giving to the Company notice in writing<br>or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.
14.15	Unless the notice specifies a different date, the Director shall be deemed to<br>have resigned on the date that the notice is delivered to the Company.
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Termination of the office of Director

14.16	A Director may retire f rom office as a Director by giving notice in writing to<br>that effect to the Company at the registered office, which notice shall be effective upon such date as may be specified in the notice,<br>failing which upon delivery to the registered office.
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14.17	Without prejudice to the provisions in these Articles for retirement (by rotation or otherwise), a Director’s<br>office shall be terminated forthwith if :
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(a)	he is prohibited by the law of the Cayman Islands f rom acting as a Director; or
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(b)	he is made bankrupt or makes an arrangement or composition with his creditors<br>generally; or
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(c)	he resigns his office by notice to the Company; or
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(d)	he only held office as a Director for a f ixed term and such term expires; or
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(e)	in the opinion of a registered medical practitioner by whom he is being treated<br>he becomes physically or mentally incapable of acting as a Director; or
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(f)	he is given notice by the majority of the other Directors (not being less than<br>two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the<br>services of such Director); or
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(g)	he is made subject to any law relating to mental health or incompetence, whether<br>by court order or otherwise; or
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(h)	without the consent of the other Directors, he is absent f rom meetings of Directors<br>for a continuous period of six months.
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15	Alternate Directors
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Appointment and removal

15.1	Any Director may appoint any other person, including another Director, to act in his place as an alternate Director. No appointment shall take<br>effect until the Director has given notice of the appointment to the Board.
15.2	A Director may revoke his appointment of an alternate at any time. No revocation shall take effect<br>until the Director has given notice of the revocation to the Board.
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15.3	A notice of appointment or removal of an alternate Director shall be effective only if given to the<br>Company by one or more of the following methods:
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(a)	by notice in writing in accordance with the notice provisions contained in these<br>Articles;
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(b)	if the Company has a facsimile address for the time being, by sending by facsimile transmission to<br> that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the<br> Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 29.7 applies), in which event notice<br>shall be taken to be given on the date of an error-free transmission report f rom the sender’s fax machine;
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(c)	if the Company has an email address for the time being, by emailing to that email<br>address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered<br>office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article<br>29.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office<br>( as appropriate) in readable form; or
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(d)	if permitted pursuant to the notice provisions, in some other form of approved<br>Electronic Record delivered in accordance with those provisions in writing.
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Notices

15.4	All notices of meetings of Directors shall continue to b e given to the appointing<br>Director and not to the alternate.

Rights of alternate Director

15.5

An alternate Director shall be entitled to attend and vote at any Board meeting or meeting of a committee of the Directors at which the appointing Director is not personally present, and generally to perform all the functions of the appointing Director in his absence. An alternate Director, however, is not entitled to receive any remuneration f rom the Company for services rendered as an alternate Director.

Appointment ceases when the appointor ceases to be a Director

15.6	An alternate Director shall cease to be an alternate Director if :
(a)	the Director who appointed him ceases to be a Director; or
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(b)	the Director who appointed him revokes his appointment by notice delivered to the<br>Board or to the registered office of the Company or in any other manner approved by the Board; or
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(c)	in any event happens in relation to him which, if he were a Director of the Company,<br>would cause his office as Director to be vacated.
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Status of alternate Director

15.7	An alternate Director shall carry out all functions of the Director who made the appointment.
15.8	Save where otherwise expressed, an alternate Director shall be treated as a Director<br>under these Articles.
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15.9	An alternate Director is not the agent of the Director appointing him.
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15.10	An alternate Director is not entitled to any remuneration for acting as alternate Director.
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Status of the Director making the appointment

15.11	A Director who has appointed an alternate is not thereby relieved f rom the duties<br>which he owes the Company.
16	Powers of Directors
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Powers of Directors

16.1	Subject to the provisions of the Law, the Memorandum and these Articles the business<br>of the Company shall be managed by the Directors who may for that purpose exercise all the powers of the Company.
16.2	No prior act of the Directors shall be invalidated by any subsequent alteration<br>of the Memorandum or these Articles. However, to the extent allowed by the Law, Members may, by Special Resolution, validate any prior<br>or future act of the Directors which would otherwise be in breach of their duties.
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Directors below the minimum number

16.3

lf the number of Directors is less than the minimum prescribed in accordance with these Articles, the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment. lf there are no Director or Directors able or willing to act, any two Members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to these Articles) only until the dissolution of the annual general meeting next following such appointment unless he is re-elected during such meeting.

Appointments to office

16.4	The Directors may appoint a Director:
(a)	as chairman of the Board;
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(b)	as managing Director;
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(c)	to any other executive office,
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for such period, and on such terms, including as to remuneration as they think f it.

16.5	The appointee must consent in writing to holding that office.
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16.6	Where a chairman is appointed he shall, unless unable to do so, preside at every<br>meeting of Directors.
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16.7	If there is no chairman, or if the chairman is unable to preside at a meeting,<br>that meeting may select its own chairman; or the Directors may nominate one of their number to act in place of the chairman should he<br>ever not be available.
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16.8	Subject to the provisions of the Law, the Directors may also appoint and remove<br>any person, who need not be a Director:
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(a)	as Secretary; and
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(b)	to any office that may be required
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for such period and on such terms, including as to remuneration, as they think f it. In the case of an Officer, that Officer may be given any title the Directors decide.

16.9	The Secretary or Officer must consent in writing to holding that office.
16.10	A Director, Secretary or other Officer of the Company may not the hold the office,<br>or perform the services, of auditor.
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Provisions for employees

16.11	The Board may make provision for the benefit of any persons employed or formerly<br>employed by the Company or any of its subsidiary undertakings (or any member of his family or any person who is dependent on him) in connection<br>with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or any of its subsidiary undertakings.

Exercise of voting rights

16.12

The Board may exercise the voting power conferred by the Shares in any body corporate held or owned by the Company in such manner in all respects as it thinks f it (including, without limitation, the exercise of that power in favour of any resolution appointing any Director as a Director of such body corporate, or voting or providing for the payment of remuneration to the Directors of such body corporate).

Remuneration

16.13	Every Director may be remunerated by the Company for the services he provides for<br>the benefit of the Company, whether as Director, employee or otherwise, and shall be entitled to be paid for the expenses incurred in<br>the Company’s business including attendance at Directors’ meetings.
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16.14	Until otherwise determined by the Company by Ordinary Resolution, the Directors<br>(other than alternate Directors) shall be entitled to such remuneration by way of fees for their services in the office of Director as<br>the Directors may determine.
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16.15	Remuneration may take any form and may include arrangements to pay pensions, health<br>insurance, death or sickness benefits, whether to the Director or to any other person connected to or related to him.
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16.16	Unless his fellow Directors determine otherwise, a Director is not accountable<br>to the Company for remuneration or other benefits received f rom any other company which is in the same group as the Company or which<br>has common shareholdings.
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Disclosure of information

16.17	The Directors may release or disclose to a third party any information regarding<br>the affairs of the Company, including any information contained in the register of Members relating to a Member, (and they may authorise<br>any Director, Officer or other authorised agent of the Company to release or disclose to a third party any such information in his possession)<br>if :
(a)	the Company or that person, as the case may be, is lawfully required to do so under the laws of any<br>jurisdiction to which the Company is subject; or
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(b)	such disclosure is in compliance with the Designated Stock Exchange Rules; or
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(c)	such disclosure is in accordance with any contract entered into by the Company; or
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(d)	the Directors are of the opinion such disclosure would assist or facilitate the Company’s operations.
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17	Delegation of powers
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Power to delegate any of the Directors’ powersto a committee

17.1	The Directors may delegate any of their powers to any committee consisting of<br>one or more persons who need not be Members. Persons on the committee may include non-Directors so long as the majority of those persons<br>are Directors. Any such committee shall be made up of such number of Independent Directors as required f rom time to time by the Designated<br>Stock Exchange Rules or otherwise required by applicable law.
17.2	The delegation may be collateral with, or to the exclusion of, the Directo rs’ own powers.
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17.3	The delegation may be on such terms as the Directors think f it, including provision<br>for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the Directors<br>at will.
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17.4	Unless otherwise permitted by the Directors, a committee must follow the procedures<br>prescribed for the taking of decisions by Directors.
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17.5	The Board shall establish an audit committee, a compensation committee and a nominating<br>and corporate governance committee. Each of these committees shall be empowered to do all things necessary to exercise the rights of such<br>committee set forth in these Articles. Each of the audit committee, compensation committee and nominating and corporate governance committee<br>shall consist of at least three Directors (or such larger minimum number as may be required f rom time to time by the Designated Stock<br>Exchange Rules). The majority of the committee members on each of the compensation committee and nominating and corporate governance committee<br>shall be Independent Directors. The audit committee shall be made up of such number of Independent Directors as required f rom time to<br>time by the Designated Stock Exchange Rules or otherwise required by applicable law.
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Local boards

17.6	The Board may establish any local or divisional board or agency for managing any<br>of the affairs of the Company whether in the Cayman Islands or elsewhere and may appoint any persons to be members of a local or divisional<br>Board, or to be managers or agents, and may f ix their remuneration.
17.7	The Board may delegate to any local or divisional board, manager or agent any of<br>its powers and authorities (with power to sub-delegate) and may authorise the members of any local or divisional board or any of them<br>to f ill any vacancies and to act notwithstanding vacancies.
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17.8	Any appointment or delegation under this Article 17.8 may be made on such terms<br>and subject to such conditions as the Board thinks f it and the Board may remove any person so appointed, and may revoke or vary any delegation.
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Power to appoint an agent of the Company

17.9	The Directors may appoint any person, either generally or in respect of any specific<br>matter, to be the agent of the Company with or without authority for that person to delegate all or any of that person’s powers.<br>The Directors may make that appointment:
(a)	by causing the Company to enter into a power of attorney or agreement; or
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(b)	in any other manner they determine.
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Power to appoint an attorney or authorised signatory of the Company

17.10	The Directors may appoint any person, whether nominated directly or indirectly<br>by the Directors, to be the attorney or the authorised signatory of the Company. The appointment may be:
(a)	for any purpose;
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(b)	with the powers, authorities and discretions;
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(c)	for the period; and
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(d)	subject to such conditions
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as they think f it. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may do so by power of attorney or any other manner they think f it.

17.11	Any power of attorney or other appointment may contain such provision for the<br>protection and convenience for persons dealing with the attorney or authorised signatory as the Directors think f it. Any power of attorney<br>or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions<br>vested in that person.
17.12	The Board may remove any person appointed under Article 17.10 and may revoke or<br>vary the delegation.
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Borrowing Powers

17.13

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets both present and future and uncalled capital, or any part thereof, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or its parent undertaking (if any) or any subsidiary undertaking of the Company or of any third party.

Corporate Governance

17.14

The Board may, f rom time to time, and except as required by applicable law or the Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company, which shall be intended to set forth the guiding principles and policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution f rom time to time.

Meetings of Directors

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Regulation of Directors’ meetings

18.1	Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit.

Calling meetings

18.2	Any Director may call a meeting of Directors at any time. The Secretary must call<br>a meeting of the Directors if requested to do so by a Director.
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Notice of meetings

18.3	Notice of a Board meeting may be given to a Director personally or by word of<br>mouth or given in writing or by Electronic communications at such address as he may f rom time to time specify for this purpose (or, if<br>he does not specify an address, at his last known address). A Director may waive his right to receive notice of any meeting either prospectively<br>or retrospectively.

Use of technology

18.4	A Director may participate in a meeting of Directors through the medium of conference<br>telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and<br>speak to each other throughout the meeting.
18.5	A Director participating in this way is deemed to be present in person at the meeting.
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Quorum

18.6	The quorum for the transaction of business at a meeting of Directors shall be two<br>unless the Directors f ix some other number.

Chairman or deputy to preside

18.7

The Board may appoint a chairman and one or more deputy chairman or chairmen and may at any time revoke any such appointment.

18.8

The chairman, or failing him any deputy chairman (the longest in office taking precedence if more than one is present), shall preside at all Board meetings. If no chairman or deputy chairman has been appointed, or if he is not present within f ive minutes after the time f ixed for holding the meeting, or is unwilling to act as chairman of the meeting, the Directors present shall choose one of their number to act as chairman of the meeting.

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Voting

18.9	A question which arises at a Board meeting shall be decided by a majority of votes.<br>If votes are equal the chairman may, if he wishes, exercise a casting vote.

Recording of dissent

18.10	A Director present at a meeting of Directors shall be presumed to have assented<br>to any action taken at that meeting unless:
(a)	his dissent is entered in the minutes of the meeting; or
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(b)	he has f iled with the meeting before it is concluded signed dissent f rom that action; or
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(c)	he has forwarded to the Company as soon as practical following the conclusion of that meeting signed<br>dissent.
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A Director who votes in favour of an action is not entitled to record his dissent to it.

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Written resolutions

18.11	The Directors may pass a resolution in writing without holding a meeting if all<br>Directors sign a document or sign several documents in the like form each signed by one or more of those Directors.
18.12	A written resolution signed by a validly appointed alternate Director need not<br>also be signed by the appointing Director.
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18.13	A written resolution signed personally by the appointing Director need no t also<br>be signed by his alternate.
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18.14	A resolution in writing passed pursuant to Article 18.11, Article 18.12 and/or<br>Article 18.13 shall be as effective as if it had been passed at a meeting of the Directors duly convened and held; and it shall be treated<br>as having been passed on the day and at the time that the last Director signs (and for the avoidance of doubt, such day may or may not<br>be a Business Day).
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Validity of acts of Directors in spite of formal defect

18.15

All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director or an alternate Director, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director or member of the committee, or that any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and qualified and had continued to be a Director or alternate Director and had been entitled to vote.

Permissible Directors’ interests and disclosure

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19.1	A Director shall not, as a Director, vote in respect of any contract, transaction,<br>arrangement or proposal in which he has an interest which (together with any interest of any person connected with him) is a material<br>interest (otherwise then by virtue of his interests, direct or indirect, in Shares or debentures or other securities of, or otherwise<br>in or through, the Company) and if he shall do so his vote shall not be counted, nor in relation thereto shall he be counted in the quorum<br>present at the meeting, but (in the absence of some other material interest than is mentioned below) none of these prohibitions shall<br>apply to:
(a)	the giving of any security, guarantee or indemnity in respect of:
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(i)	money lent or obligations incurred by him or by any other person for the benefit of the Company or any of its subsidiaries; or
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(ii)	a debt or obligation of the Company or any of its subsidiaries fo r which the Director<br>himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the<br>giving of security;
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(b)	where the Company or any of its subsidiaries is offering securities in which o<br>f fer the Director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which<br>the Director is to or may participate;
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(c)	any contract, transaction, arrangement or proposal affecting any other body corporat<br>e in which he is interested, directly or indirectly and whether as an officer, shareholder, creditor or otherwise howsoever, provided<br>that he (together with persons connected with him) does not to his knowledge hold an interest representing one per cent or more of any<br>class of the equity share capital of such body corporate (or of any third body corporate through which his interest is derived) or of<br>the voting rights available to members of the relevant body corporate (any such interest being deemed for the purposes of this Article<br>19.1 to be a material interest in all circumstances);
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(d)	any act or thing done or to be done in respect of any arrangement for the benefit<br>of the employees of the Company or any of its subsidiaries under which he is not accorded as a Director any privilege or advantage not<br>generally accorded to the employees to whom such arrangement relates; or
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(e)	any matter connected with the purchase or maintenance for any Director of insurance<br>against any liability or (to the extent permitted by the Law) indemnities in favour of Directors, the funding of expenditure by one or<br>more Directors in defending proceedings against him or them or the doing of any thing to enable such Director or Directors to avoid incurring<br>such expenditure.
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19.2	A Director may, as a Director, vote (and be counted in the quorum) in respect<br>of any contract, transaction, arrangement or proposal in which he has an interest which is not a material interest or which falls within<br>Article 19.1.
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20	Minutes
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20.1	The Company shall cause minutes to be made in books of:
(a)	all appointments of Officers and committees made by the Board and of any such<br>Officer’s remuneration; and
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(b)	the names of Directors present at every meeting of the Directors, a commit tee<br>of the Board, the Company or the holders of any class of shares or debentures, and all orders, resolutions and proceedings of such meetings.
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20.2	Any such minutes, if purporting to be signed by the chairman of the meeting at<br>which the proceedings were held or by the chairman of the next succeeding meeting or the Secretary, shall be prima facie evidence of the<br>matters stated in them.
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21	Accounts and audit
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21.1	The Directors must ensure that proper accounting and other records are kept, and<br>that accounts and associated reports are distributed in accordance with the requirements of the Law.
21.2	The books of account shall be kept at the registered office of the Company and<br>shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any account<br>or book or document of the Company except as conferred by the Law or as authorised by the Directors or by Ordinary Resolution.
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21.3	Unless the Directors otherwise prescribe, the f inancial year of the Company shall<br>end on 30 September in each year and begin on 1 October in each year.
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Auditors

21.4	The Directors may appoint an Auditor of the Company who shall hold office on such<br>terms as the Directors determine.
21.5	At any general meeting convened and held at any time in accordance with these Articles,<br>the Members may, by Ordinary Resolution, remove the Auditor before the expiration of his term of office. If they do so, the Members shall,<br>by Ordinary Resolution, at that meeting appoint another Auditor in his stead for the remainder of his term.
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21.6	The Auditors shall examine such books, accounts and vouchers; as may be necessary<br>for the performance of their duties.
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21.7	The Auditors shall, if so requested by the Directors, make a report on the accounts<br>of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their<br>term of office, upon request of the Directors or any general meeting of the Company.
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22	Record dates
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22.1	Except to the extent of any conflicting rights attached to Shares, the resolut<br>ion declaring a dividend on Shares of any class, whether it be an Ordinary Resolution of the Members or a Director’s resolution,<br>may specify that the dividend is payable or distributable to the persons registered as the holders of those Shares at the close of business<br>on a particular date, notwithstanding that the date may be a date prior to that on which the resolution is passed.
22.2	If the resolution does so specify, the dividend shall be payable or distributable<br>to the persons registered as the holders of those Shares at the close of business on the specified date in accordance with their respective holdings so<br>registered, but without prejudice to the rights inter se in<br>respect of the dividend of transferors and transferees of any of those Shares.
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22.3	The provisions of this Article apply, mutatismutandis, to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company<br>to the Members.
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23	Dividends
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Source of dividends

23.1	Dividends may be declared and paid out of any funds of the Company lawfully available<br>for distribution.
23.2	Subject to the requirements of the Law regarding the application of a company’s<br>Share premium account and with the sanction of an Ordinary Resolution, dividends may also be declared and paid out of any share premium<br>account.
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Declaration of dividends by Members

23.3	Subject to the provisions of the Law, the Company may by Ordinary Resolution declare<br>dividends in accordance with the respective rights of the Members but no dividend shall exceed the amount recommended by the Directors.

Payment of interim dividends and declaration of final dividends by Directors

23.4	The Directors may declare and pay interim dividends or recommend f inal dividends<br>in accordance with the respective rights of the Members if it appears to them that they are justif ied by the f inancial position of the<br>Company and that such dividends may lawfully be paid.
23.5	Subject to the provisions of the Law, in relation to the distinction between interim<br>dividends and f inal dividends, the following applies:
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(a)	Upon determination to pay a dividend or dividends described as interim by the<br>Directors in the dividend resolution, no debt shall be created by the declaration until such time as payment is made.
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(b)	Upon declaration of a dividend or dividends described as f inal by the Directors<br>in the dividend resolution, a debt shall be created immediately following the declaration, the due date to be the date the dividend is<br>stated to be payable in the resolution.
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If the resolution fails to specify whether a dividend is f inal or interim, it shall be assumed to be interim.

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23.6	In relation to Shares carrying differing rights to dividends or rights to dividends<br>at a f ixed rate, the following applies:
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(a)	If the share capital is divided into different classes, the Directors may pay divid<br>ends on Shares which confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights<br>with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if , at the time of payment,<br>any preferential dividend is in arrears.
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(b)	The Directors may also pay, at intervals settled by them, any dividend payable<br>at a f ixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the<br>payment.
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(c)	If the Directors act in good faith, they shall not incur any liability to the<br>Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any<br>Shares having deferred or non-preferred rights.
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Apportionment of dividends

23.7

Except as otherwise provided by the rights attached to Shares all dividends shall be declared and paid according to the amounts Paid Up on the Shares on which the dividend is paid. A ll dividends shall be apportioned and paid proportionately to the amount Paid Up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued on terms providing that it shall rank for dividend as f rom a particular date, that Share shall rank for dividend accordingly.

Right of set off

23.8	The Directors may deduct f rom a dividend or any other amount payable to a person<br>in respect of a Share any amount due by that person to the Company on a call or otherwise in relation to a Share.

Power to pay other than in cash

23.9	If the Directors so determine, any resolution declaring a dividend may direct<br>that it shall be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the<br>Directors may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following:
(a)	issue f ractional Shares;
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(b)	f ix the value of assets for distribution and make cash payments to some Members<br>on the footing of the value so f ixed in order to adjust the rights of Members; and
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(c)	vest some assets in trustees.
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How payments may be made

23.10	A dividend or other monies payable on or in respect of a Share may be paid in<br>any of the following ways:
(a)	if the Member holding that Share or other person entitled to that Share nominates<br>a bank account for that purpose - by wire transfer to that bank account; or
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(b)	by cheque or warrant sent by post to the registered address of the Member holding<br>that Share or other person entitled to that Share.
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23.11	For the purposes of Article 23.10(a), the nomination may be in writing or in an<br>Electronic Record and the bank account nominated may be the bank account of another person. For the purposes of Article 23.10(b), subject<br>to any applicable law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person<br>entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Reco rd, and payment of the cheque or warrant<br>shall be a good discharge to the Company.
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23.12	If two or more persons are registered as the holders of the Share or are jointly<br>entitled to it by reason of the death or bankruptcy of the registered holder (JointHolders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows:
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(a)	to the registered address of the Joint Holder of the Share who is named f irst on<br>the register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or
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(b)	to the address or bank account of another person nominated by the Joint Holders,<br>whether that nomination is in writing or in an Electronic Record.
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23.13	Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount)<br>payable in respect of that Share.
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Dividends or other monies not to bear interest in absence of special rights

23.14	Unless provided for by the rights attached to a Share, no dividend or other monies<br>payable by the Company in respect of a Share shall bear interest.

Dividends unable to be paid or unclaimed

23.15	If a dividend cannot be paid to a Member or remains unclaimed within six weeks<br>after it was declared or both, the Directors may pay it into a separate account in the Company’s name. If a dividend is paid into<br>a separate account, the Company shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to<br>the Member.
23.16	A dividend that remains unclaimed for a period of six years after it became due<br>for payment shall be forfeited to, and shall cease to remain owing by, the Company.
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24	Capitalisation of profits
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Capitalisation of profits or of any share premium account or capital redemption reserve;

24.1	The Directors may resolve to capitalise:
(a)	any part of the Company’s profits not required for paying any preferential<br>dividend (whether or not those profits are available for distribution); or
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(b)	any sum standing to the credit of the Company’s share premium account or capital<br>redemption reserve, if any.
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24.2	The amount resolved to be capitalised must be appropriated to the Members who<br>would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled<br>must be given in either or both of the following ways::
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(a)	by paying up the amounts unpaid on that Member’s Shares;
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(b)	by issuing Fully Paid Up Shares, debentures or other securities of the Company<br>to that Member or as that Member directs. The Directors may resolve that any Shares issued to the Member in respect of Partly Paid Up<br>Shares (Original Shares) rank for dividend only to the extent that<br>the Original Shares rank for dividend while those Original Shares remain Partly Paid Up.
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Applying an amount for the benefit of Members

24.3	The amount capitalised must be applied to the benefit of Members in the proportions<br>to which the Members would have been entitled to dividends if the amount capitalised had been distributed as a dividend.
24.4	Subject to the Law, if a f raction of a Share, a debenture or other security is<br>allocated to a Member, the Directors may issue a f ractional certificate to that Member or pay him the cash equivalent of the f raction.
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25	Share Premium Account
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Directors to maintain share premium account

25.1	The Directors shall establish a share premium account in accordance with the Law.<br>They shall carry to the credit of that account f rom time to time an amount equal to the amount or value of the premium paid on the issue<br>of any Share or capital contributed or such other amounts required by the Law.
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Debits to share premium account

25.2	The following amounts shall be debited to any share premium account:
(a)	on the redemption or purchase of a Share, the difference between the nominal value of that Share and<br>the redemption or purchase price; and
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(b)	any other amount paid out of a share premium account as permitted by the Law.
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25.3	Notwithstanding the preceding Article, on the redemption or purchase of a Share,<br>the Directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the<br>Company or, as p ermitted by the Law, out of capital.
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26	Seal
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Company seal

26.1	The Company may have a seal if the Directors so determine.

Duplicate seal

26.2	Subject to the provisions of the Law, the Company may also have a duplicate seal<br>or seals for use in any place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile of the original seal of the<br>Company. However, if the Directors so determine, a duplicate seal shall have added on its face the name of the place where it is to be<br>used.

When and how seal is to be used

26.3	A seal may only be used by the authority of the Directors. Unless the Directors<br>otherwise determine, a document to which a seal is affixed must be signed in one of the following ways:
(a)	by a Director (or his alternate) and the Secretary; or
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(b)	by a single Director (or his alternate).
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If no seal is adopted or used

26.4	If the Directors do not adopt a seal, or a seal is not used, a document may be<br>executed in the following manner:
(a)	by a Director (or his alternate) and the Secretary; or
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(b)	by a single Director (or his alternate); or
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(c)	in any other manner permitted by the Law.
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Power to allow non-manual signatures and facsimile printing of seal

26.5	The Directors may determine that either or both of the following applies:
(a)	that the seal or a duplicate seal need not be affixed manually but may be affixed<br>by some other method or system of reproduction;
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(b)	that a signature required by these Articles need not be manual but may be a mechanical<br>or Electronic Signature.
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Validity of execution

26.6	If a document is duly executed and delivered by or on behalf of the Company, it<br>shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the Director, or other Officer or person<br>who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority<br>on behalf of the Company.
27	Indemnity
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27.1	To the extent permitted by law, the Company shall indemnify each existing or former<br>Director (including alternate Director), Secretary and other Officer of the Company (including an investment adviser or an administrator<br>or liquidator) and their personal representatives against:
(a)	all actions, proceedings, costs, charges, expenses, losses, damages or liabilities<br>incurred or sustained by the existing or former Director (including alternate Director), Secretary or Officer in or about the conduct<br>of the Company’s business or affairs or in the execution or discharge of the existing or former Director’s (including alternate Director’s),<br>Secretary’s or Officer’s duties, powers, authorities or discretions; and
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(b)	without limitation to paragraph (a), all costs, expenses, losses or liabilities<br>incurred by the existing or former Director (including alternate Director), Secretary or Officer in defending (whether successfully or<br>otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the<br>Company or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.
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No such existing or former Director (including alternate Director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.

27.2	To the extent permitted by Law, the Company may make a payment, or agree to make<br>a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including alternate<br>Director), Secretary or Officer of the Company in respect of any matter identified in Article 27.1 on condition that the Director (including<br>alternate Director), Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable<br>to indemnify the Director (including alternate Director), Secretary or that Officer for those legal costs.
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Release

27.3

To the extent permitted by Law, the Company may by Special Resolution release any existing or former Director (including alternate Director), Secretary or other Officer of the Company f rom liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release f rom liability arising out of or in connection with t hat person’s own dishonesty.

Insurance

27.4	To the extent permitted by Law, the Company may pay, or agree to pay, a premium<br>in respect of a contract insuring each of the following persons against risks determined by the Directors, other than liability arising<br>out of that person’s own dishonesty:
(a)	an existing or former Director (including alternate Director), Secretary or Officer<br>or auditor of:
---	---
(i)	the Company;
---	---
(ii)	a company which is or was a subsidiary of the Company;
---	---
(iii)	a company in which the Company has or had an interest (whether direct or indirect); and
---	---
(b)	a trustee of an employee or retirement benefits scheme or other trust in which<br>any of the persons referred to in paragraph (a) is or was interested.
---	---
28	Notices
---	---

Form of notices

28.1	Save where these Articles provide otherwise, and subject to the Designated Stock<br>Exchange Rules, any notice to be given to or by any person pursuant to these Articles shall be:
(a)	in writing signed by or on behalf of the giver in the manner set out below for<br>written notices; or
---	---
(b)	subject to the next Article, in an Electronic Record signed by or on behalf of<br>the giver by Electronic Signature and authenticated in accordance with Articles about authentication of Electronic Records; or
---	---
(c)	where these Articles expressly permit, by the Company by means of a website.
---	---
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Electronic communications

28.2	A notice may only be given to the Company in an Electronic Record if :
(a)	the Directors so resolve;
---	---
(b)	the resolution states how an Electronic Record may be given and, if applicable,<br>specifies an email address for the Company; and
---	---
(c)	the terms of that resolution are notified to the Members for the time being and,<br>if applicable, to those Directors who were absent f rom the meeting at which the resolution was passed.
---	---

If the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.

28.3	A notice may not be given by Electronic Record to a person other than the Company<br>unless the recipient has notified the giver of an Electronic address to which notic e may be sent.
28.4	Subject to the Law, the Designated Stock Exchange Rules and to any other rules<br>which the Company is bound to follow, the Company may also send any notice or other document pursuant to these Articles to a Member by<br>publishing that notice or o ther document on a website where:
---	---
(a)	the Company and the Member have agreed to his having access to the notice or document<br>on a website (instead of it being sent to him);
---	---
(b)	the notice or document is one to which that agreement applies;
---	---
(c)	the Member is notified (in accordance with any requirements laid down by the Law<br>and, in a manner for the time being agreed between him and the Company for the purpose) of:
---	---
(i)	the publication of the notice or document on a website;
---	---
(ii)	the address of that website; and
---	---
(iii)	the place on that website where the notice or document may be accessed, and how it may be accessed;<br>and
---	---
(d)	the notice or document is published on that website throughout the publication<br>period, provided that, if the notice or document is published on that website for a part, but not all of, the publication period, the<br>notice or document shall be treated as being published throughout that period if the failure to publish that notice of document throughout<br>that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid.<br>For the purposes of this Article 28.4 “publication period” means a period of not less than twenty-one days, beginning on the<br>day on which the notification referred to in Article 28.4(c) is deemed sent.
---	---
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Persons entitled to notices

28.5

Any notice or other document to be given to a Member may be given by reference to the register of Members as it stands at any time within the period of twenty-one days before the day that the notice is given or (where and as applicable) within any other period permitted by, or in accordance with the requirements of, (to the extent applicable) the Designated Stock Exchange Rules and/or the Designated Stock Exchanges. No change in the register of Members after that time shall invalidate the giving of such notice or document or require the Company to give such item to any other person.

Persons authorised to give notices

28.6	A notice by either the Company or a Member pursuant to these Articles may be given<br>on behalf of the Company or a Member by a Director or company secretary of the Company or a Member.

Delivery of written notices

28.7	Save where these Articles provide otherwise, a notice in writing may be given<br>personally to the recipient, or lef t at (as appropriate) the Member’s or Director’s registered address or the Company’s<br>registered office, or posted to that registered address or registered office.

Joint holders

28.8	Where Members are joint holders of a Share, all notices shall be given to the<br>Member whose name f irst appears in the register of Members.

Signatures

28.9	A written notice shall be signed when it is autographed by or on behalf of the<br>giver, or is marked in such a way as to indicate its execution or adoption by the giver.
28.10	An Electronic Record may be signed by an Electronic Signature.
---	---

Evidence of transmission

28.11	A notice given by Electronic Record shall be deemed sent if an Electronic Record<br>is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the<br>giver.
28.12	A notice given in writing shall be deemed sent if the giver can provide proof that<br>the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted<br>to the recipient.
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28.13	A Member present, either in person or by proxy, at any meeting of the Company or<br>of the holders of any class of Shares shall be deemed to have received due notice of the meeting and, where requisite, of the purposes<br>for which it was called.
---	---

Giving notice to a deceased or bankrupt Member

28.14

A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it , in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

28.15

Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

---

Date of giving notices

28.16	A notice is given on the date identified in the following table
Method for giving notices	When taken to be given
---	---
(A) Personally	At the time and date of delivery
(B) By leaving it at the Member’s registered address	At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient	48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient’s Electronic address	48 hours after the date it was sent
(E) By publication on a website	24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website

Saving provision

28.17	None of the preceding notice provisions shall derogate f rom the Articles about<br>the delivery of written resolutions of Directors and written resolutions of Members.
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29	Authentication of Electronic Records
---	---

Application of Articles

29.1	Without limitation to any other provision of these Articles, any notice, written<br>resolution or other document under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a Director<br>or other Officer of the Company, shall be deemed to be authentic if either Article 29.2 or Article 29.4 applies.

Authentication of documents sent by Members by Electronic means

29.2	An Electronic Record of a notice, written resolution or other document sent by<br>Electronic means by or on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:
(a)	the Member or each Member, as the case may be, signed the original document, and<br>for this purpose Original Document includes several documents in<br>like form signed by one or more of those Members; and
---	---
(b)	the Electronic Record of the Original Document was sent by Electronic means by,<br>or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and
---	---
(c)	Article 29.7 does not apply.
---	---
29.3	For example, where a sole Member signs a resolution and sends the Electronic Record<br>of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose,<br>the facsimile copy shall be deemed to be the written resolution of that Member unless Article 28.7 applies.
---	---

Authentication of document sent by the Secretary or Officers of the Company by Electronic means

29.4	An Electronic Record of a notice, written resolution or other document sent by<br>or on behalf of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are<br>satisfied:
(a)	the Secretary or the Officer or each Officer, as the case may be, signed the original<br>document, and f or this purpose Original Document includes several<br>documents in like form signed by the Secretary or one or more of those Officers; and
---	---
(b)	the Electronic Record of the Original Document was sent by Electronic means by,<br>or at the direction of, the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which<br>it was sent; and
---	---
(c)	Article 29.7 does not apply.
---	---

This Article 29.4 applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

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29.5	For example, where a sole Director signs a resolution and scans the resolution,<br>or causes it to be scanned, as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose,<br>the PDF version shall be deemed to be the written resolution of that Director unless Article 29.7 applies.
---	---

Manner of signing

29.6	For the purposes of these Articles about the authentication of Electronic Records,<br>a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles.

Saving provision

29.7	A notice, written resolution or other document under these Articles will not be<br>deemed to be authentic if the recipient, acting reasonably:
(a)	believes that the signature of the signatory has been altered after the signatory had signed the original<br>document; or
---	---
(b)	believes that the original document, or the Electronic Record of it, was altered, without the approval<br>of the signatory, after the signatory signed the original document; or
---	---
(c)	otherwise doubts the authenticity of the Electronic Record of the document
---	---

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks f it.

30	Transfer by way of continuation

30.1	The Company may, by Special Resolution, resolve to be registered by way of continuation<br>in a jurisdiction outside:
(a)	the Cayman Islands; or
---	---
(b)	such other jurisdiction in which it is, for the time being, incorporated, registered or existing.
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30.2	To give effect to any resolution made pursuant to the preceding Article, the Directo<br>rs may cause the following:
---	---
(a)	an application be made to the Registrar of Companies of the Cayman Islands to<br>deregister the Company in the Cayman Islands or in the other jurisdiction in which it is for the time being incorporated, registered or<br>existing; and
---	---
(b)	all such further steps as they consider appropriate to be taken to effect the<br>transfer by way of continuation of the Company.
---	---
31	Winding up
---	---

Distribution of assets in specie

31.1	If the Company is wound up the Members may, subject to these Articles and any other<br>sanction required by the Law, pass a Special Resolution allowing the liquidator to do either or both of the following:
(a)	to divide in specie among the Members the whole or any part of the assets of the<br>Company and, for that purpose, to value any assets and to determine how the division shall be carried out as between the Members or different<br>classes of Members; and/or
---	---
(b)	to vest the whole or any part of the assets in trustees for the benefit of Members<br>and those liable to contribute to the winding up.
---	---

No obligation to accept liability

31.2	No Member shall be compelled to accept any assets if an obligation attaches to them.
31.3	The Directors are authorised to present a winding up petition
---	---
31.4	The Directors have the authority to present a petition for the winding up of the<br>Company to the Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting.
---	---
32	Amendment of Memorandum and Articles
---	---

Power to change name or amend Memorandum

32.1	Subject to the Law, the Company may, by Special Resolution:
(a)	change its name; or
---	---
(b)	change the provisions of its Memorandum with respect to its objects, powers or<br>any other matter specified in the Memorandum.
---	---

Power to amend these Articles

32.2	Subject to the Law and as provided in these Articles, the Company may, by Special Resolution, amend<br>these Articles in whole or in part.
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Exhibit 2.1

Share Certificate

Number of certificate	Number of shares

GOLDEN SUN HEALTH TECHNOLOGY GROUP LIMITED

COMPANY NUMBER [NUMBER]

This is to certify that [Name] of [Address] is the registered holder of [Number] [Share Class] shares of par value [Value] each being [partly paid to the extent of [amount in words][amount in numerals] per share]]/[fully paid][and numbered [number]] in the above-named company, subject to the memorandum and articles of association of the company.

[Transfer date]

Director	Director/ Secretary

Exhibit 2.3

Description of Securities registered under

Section 12 of the Exchange Act of 1934, as amended

The following securities are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A Ordinary Share, par value US$0.005 per share	GSUN	NASDAQ Capital Market

The following description of our share capital and provisions of our amended and restated memorandum and articles of association, as amended from time to time, are summaries and do not purport to be complete. Reference is made to our amended and restated memorandum and articles of association, copies of which are filed as an exhibit to the registration statement of which this prospectus is a part (and which is referred to in this section as, respectively, the “memorandum” and the “articles”).

We were incorporated as an exempted company with limited liability under the Companies Act (2021 Revision) of the Cayman Islands, or the “Cayman Companies Act,” on September 20, 2018. A Cayman Islands exempted company:

●	is a company that conducts its business mainly outside the Cayman Islands;
●	is prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried on outside the Cayman Islands (and for this purpose can effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands);
●	does not have to hold an annual general meeting;
●	does not have to make its register of members open to inspection by shareholders of that company;
●	may obtain an undertaking against the imposition of any future taxation;
●	may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
●	may register as a limited duration company; and
●	may register as a segregated portfolio company.

Ordinary Shares

Our authorized share capital is $50,000 divided into 9,000,000 Class A Ordinary Shares, par value $0.005 per share and 1,000,000 Class B Ordinary Shares par value $0.005 per share. All of our issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares (together, “Ordinary Shares”) are fully paid and non-assessable. Our Ordinary Shares are issued in registered form, and are issued when registered in our register of members. Unless the board of directors determine otherwise, each holder of our Ordinary Shares will not receive a certificate in respect of such Ordinary Shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares. We may not issue shares or warrants to bearer.

Subject to the provisions of the Cayman Companies Act and our articles regarding redemption and purchase of the shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. Such authority could be exercised by the directors to allot shares which carry rights and privileges that are preferential to the rights attaching to Ordinary Shares. No share may be issued at a discount except in accordance with the provisions of the Cayman Companies Act. The directors may refuse to accept any application for shares, and may accept any application in whole or in part, for any reason or for no reason.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A Ordinary Shares is Transhare Corporation, at 17755 US Hwy 19 N, Clearwater, FL 33764.

Dividends

Subject to the provisions of the Cayman Companies Act and any rights attaching to any class or classes of shares under and in accordance with the articles:

(a)	the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and
(b)	our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.

Subject to the requirements of the Cayman Companies Act regarding the application of a company’s share premium account and with the sanction of an ordinary resolution, dividends may also be declared and paid out of any share premium account. The directors when paying dividends to shareholders may make such payment either in cash or in specie.

Unless provided by the rights attached to a share, no dividend shall bear interest.

Voting Rights

Subject to any rights or restrictions as to voting attached to any shares, unless any share carries special voting rights, on a show of hands every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote. Each holder of Ordinary Shares shall, on a poll, be entitled to one vote for each Ordinary Share he or she holds save that each holder of Class B Ordinary Shares shall, on a poll, be entitled to exercise five (5) votes for each Class B Ordinary Share he or she holds on any and all matters. In addition, all shareholders holding shares of a particular class are entitled to vote at a meeting of the holders of that class of shares. Votes may be given either personally or by proxy.

Variation of Rights of Shares

Whenever our capital is divided into different classes of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.

Unless the terms on which a class of shares was issued state otherwise, the rights conferred on the shareholder holding shares of any class shall not be deemed to be varied by the creation or issue of further shares ranking pari passu with the existing shares of that class.

Alteration of Share Capital

Subject to the Cayman Companies Act, we may, by ordinary resolution:

(a)	increase<br>our share capital by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges<br>set out in that ordinary resolution;
(b)	consolidate<br>and divide all or any of our share capital into shares of larger amount than our existing shares;
---	---
(c)	convert<br>all or any of our paid up shares into stock, and reconvert that stock into paid up shares of any denomination;
---	---

(d)	sub-divide our shares or any of them into shares of an amount smaller than that fixed, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and
(e)	cancel shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled or, in the case of shares without nominal par value, diminish the number of shares into which our capital is divided.

Subject to the Cayman Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, we may, by special resolution, reduce our share capital in any way.

Calls on Shares and Forfeiture

Subject to the terms of allotment, the directors may make calls on the shareholders in respect of any monies unpaid on their shares including any premium and each shareholder shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made), pay to us the amount called on his shares. Shareholders registered as the joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or if no rate is fixed, at the rate of ten percent per annum. The directors may waive payment of the interest wholly or in part.

We have a first and paramount lien on all shares (whether fully paid up or not) registered in the name of a shareholder (whether solely or jointly with others). The lien is for all monies payable to us by the shareholder or the shareholder’s estate:

(a)	either alone or jointly with any other person, whether or not that other person is a shareholder; and
(b)	whether or not those monies are presently payable.
---	---

At any time the directors may declare any share to be wholly or partly exempt from the lien on shares provisions of the articles.

We may sell, in such manner as the directors may determine, any share on which the sum in respect of which the lien exists is presently payable, if due notice that such sum is payable has been given (as prescribed by the articles) and, within 14 days of the date on which the notice is deemed to be given under the articles, such notice has not been complied with.

Unclaimed Dividend

A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the company.

Forfeiture or Surrender of Shares

If a shareholder fails to pay any call, the directors may give to such shareholder not less than 14 clear days’ notice requiring payment and specifying the amount unpaid including any interest which may have accrued, any expenses which have been incurred by us due to that person’s default and the place where payment is to be made. The notice shall also contain a warning that if the notice is not complied with, the shares in respect of which the call is made will be liable to be forfeited.

If such notice is not complied with, the directors may, before the payment required by the notice has been received, resolve that any share the subject of that notice be forfeited (which forfeiture shall include all dividends or other monies payable in respect of the forfeited share and not paid before such forfeiture).

A forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the directors think fit.

A person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding such forfeiture, remain liable to pay to us all monies which at the date of forfeiture were payable by him to us in respect of the shares, together with all expenses and interest from the date of forfeiture or surrender until payment, but his liability shall cease if and when we receive payment in full of the unpaid amount.

A declaration, whether statutory or under oath, made by a director or the secretary shall be conclusive evidence that the person making the declaration is a director or secretary and that the particular shares have been forfeited or surrendered on a particular date.

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the shares.

Share Premium Account

The directors shall establish a share premium account and shall carry the credit of such account from time to time to a sum equal to the amount or value of the premium paid on the issue of any share or capital contributed or such other amounts required by the Cayman Companies Act.

Redemption and Purchase of Own Shares

Subject to the Cayman Companies Act and any rights for the time being conferred on the shareholders holding a particular class of shares, we may by action of our directors:

(a)	issue shares that are to be redeemed or liable to be redeemed, at our option or the shareholder holding those redeemable shares, on the terms and in the manner our directors determine before the issue of those shares;
(b)	with the consent by special resolution of the shareholders holding shares of a particular class, vary the rights attaching to that class of shares so as to provide that those shares are to be redeemed or are liable to be redeemed at our option on the terms and in the manner which the directors determine at the time of such variation; and
(c)	purchase all or any of our own shares of any class including any redeemable shares on the terms and in the manner which the directors determine at the time of such purchase.

We may make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Cayman Companies Act, including out of any combination of capital, our profits and the proceeds of a fresh issue of shares.

When making a payment in respect of the redemption or purchase of shares, the directors may make the payment in cash or in specie (or partly in one and partly in the other) if so authorized by the terms of the allotment of those shares or by the terms applying to those shares, or otherwise by agreement with the shareholder holding those shares.

Conversion Rights

Each Class B Ordinary Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such Share, at the office of the Company or any transfer agent for such Shares, into one fully paid and non-assessable Class A Ordinary Share. The directors shall at all times reserve and keep available out of the Company’s authorized but unissued Class A Ordinary Shares, solely for the purpose of effecting the conversion of the Class B Ordinary Shares, such number of its Class A Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B Ordinary Shares; and if at any time the number of authorized but unissued Class A Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Class B Ordinary Shares, in addition to such other remedies as shall be available to the holders of such Class B Ordinary Shares, the directors will take such action as may be necessary to increase its authorized but unissued Class A Ordinary Shares to such number of Shares as shall be sufficient for such purposes. All conversions of Class B Ordinary Shares to Class A Ordinary Shares shall be effected by way of redemption or repurchase by the Company of the relevant Class B Ordinary Shares and the simultaneous issue of Class A Ordinary Shares in consideration for such redemption or repurchase. The shareholder and the Company will procure that any and all necessary corporate actions are taken to effect such conversion.

Transfer of Shares

Our board of directors may, in its absolute discretion, decline to register any transfer of any Ordinary Share that has not been fully paid up or is subject to a company lien. Our board of directors may also decline to register any transfer of such Ordinary Share unless:

(a)	the instrument of transfer is lodged with the Company, accompanied by the certificate for the Ordinary Shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
(b)	the instrument of transfer is in respect of only one class of shares;
(c)	the instrument of transfer is properly stamped, if required;
(d)	the Ordinary Share transferred is fully paid and free of any lien in favor of us;
(e)	any fee related to the transfer has been paid to us; and
(f)	the transfer is not to more than four joint holders.

If our directors refuse to register a transfer, they are required, within three months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, on 14 calendar days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and our register of members closed at such times and for such periods as our board of directors may from time to time determine. The registration of transfers, however, may not be suspended, and the register may not be closed, for more than 30 days in any year.

Inspection of Books and Records

Shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies (other than copies of our memorandum and articles of association, register of mortgages and charges, and any special resolutions passed by our shareholders). Under Cayman Islands law, the names of our current directors can be obtained from a search conducted at the Registrar of Companies. Pursuant to our articles of association, shareholders will not have any right to inspect any account or book or document of the Company except as conferred by Companies Act or as authorized by our directors or by ordinary resolution of our shareholders.

General Meetings

As a Cayman Islands exempted company, we are not obligated by the Cayman Companies Act to call shareholders’ annual general meetings; accordingly, we may, but shall not be obliged to, in each year hold a general meeting as an annual general meeting. Any annual general meeting held shall be held at such time and place as may be determined by our board of directors. All general meetings other than annual general meetings shall be called extraordinary general meetings.

The directors may convene general meetings whenever they think fit. General meetings shall also be convened on the written requisition of one or more of the shareholders entitled to attend and vote at our general meetings who (together) hold not less than ten percent of the rights to vote at such general meeting in accordance with the notice provisions in the articles, specifying the purpose of the meeting and signed by each of the shareholders making the requisition. If the directors do not convene such meeting for a date not later than 21 clear days’ after the date of receipt of the written requisition, those shareholders who requested the meeting may convene the general meeting themselves within three months after the end of such period of 21 clear days in which case reasonable expenses incurred by them as a result of the directors failing to convene a meeting shall be reimbursed by us.

At least 14 days’ notice of an extraordinary general meeting and 21 days’ notice of an annual general meeting shall be given to shareholders entitled to attend and vote at such meeting. The notice shall specify the place, the day and the hour of the meeting and the general nature of that business. In addition, if a resolution is proposed as a special resolution, the text of that resolution shall be given to all shareholders. Notice of every general meeting shall also be given to the directors and our auditors.

Subject to the Cayman Companies Act and with the consent of the shareholders who, individually or collectively, hold at least 90 percent of the voting rights of all those who have a right to vote at a general meeting, a general meeting may be convened on shorter notice.

A quorum shall consist of the presence (whether in person or represented by proxy) of one or more shareholders holding shares that represent not less than one-third of the outstanding shares carrying the right to vote at such general meeting.

If, within 15 minutes from the time appointed for the general meeting, or at any time during the meeting, a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be cancelled. In any other case it shall stand adjourned to the same time and place seven days or to such other time or place as is determined by the directors.

The chairman may, with the consent of a meeting at which a quorum is present, adjourn the meeting. When a meeting is adjourned for seven days or more, notice of the adjourned meeting shall be given in accordance with the articles.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before, or on, the declaration of the result of the show of hands) demanded by the chairman of the meeting or by at least two shareholders having the right to vote on the resolutions or one or more shareholders present who together hold not less than ten percent of the voting rights of all those who are entitled to vote on the resolution. Unless a poll is so demanded, a declaration by the chairman as to the result of a resolution and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the outcome of a show of hands, without proof of the number or proportion of the votes recorded in favor of, or against, that resolution.

If a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall not be entitled to a second or casting vote.

Directors

We may by ordinary resolution, from time to time, fix the maximum and minimum number of directors to be appointed. Under the Articles, we are required to have a minimum of one director and the maximum number of Directors shall be unlimited.

A director may be appointed by ordinary resolution or by the directors. Any appointment may be to fill a vacancy or as an additional director.

Unless the remuneration of the directors is determined by the shareholders by ordinary resolution, the directors shall be entitled to such remuneration as the directors may determine.

The shareholding qualification for directors may be fixed by our shareholders by ordinary resolution and unless and until so fixed no share qualification shall be required.

A director may be removed by ordinary resolution.

Subject to the provisions of the articles, the office of a director may be terminated forthwith if:

(a)	he is prohibited by the law of the Cayman Islands from acting as a director;
(b)	he is made bankrupt or makes an arrangement or composition with his creditors generally;
(c)	he resigns his office by notice to us;
(d)	he only held office as a director for a fixed term and such term expires;
(e)	in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director;
(f)	he is given notice by the majority of the other directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director);
(g)	he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or
(h)	without the consent of the other directors, he is absent from meetings of directors for continuous period of six months.

Each of the compensation committee and the nominating and corporate governance committee shall consist of at least three directors and the majority of the committee members shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules. The audit committee shall consist of at least three directors, all of whom shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules and will meet the criteria for independence set forth in Rule 10A-3 or Rule 10C-1 of the Exchange Act.

Powers and Duties of Directors

Subject to the provisions of the Cayman Companies Act and our amended and restated memorandum and articles of association, our business shall be managed by the directors, who may exercise all our powers. No prior act of the directors shall be invalidated by any subsequent alteration of our memorandum or articles of association. To the extent allowed by the Cayman Companies Act, however, shareholders may by special resolution validate any prior or future act of the directors which would otherwise be in breach of their duties.

The directors may delegate any of their powers to any committee consisting of one or more persons who need not be shareholders and may include non-directors so long as the majority of those persons are directors; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors. Our board of directors has established an audit committee, compensation committee, and nomination and corporate governance committee.

The board of directors may establish any local or divisional board of directors or agency and delegate to it its powers and authorities (with power to sub-delegate) for managing any of our affairs whether in the Cayman Islands or elsewhere and may appoint any persons to be members of a local or divisional board of directors, or to be managers or agents, and may fix their remuneration.

The directors may from time to time and at any time by power of attorney or in any other manner they determine appoint any person, either generally or in respect of any specific matter, to be our agent with or without authority for that person to delegate all or any of that person’s powers.

The directors may from time to time and at any time by power of attorney or in any other manner they determine appoint any person, whether nominated directly or indirectly by the directors, to be our attorney or our authorized signatory and for such period and subject to such conditions as they may think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under the articles.

The board of directors may remove any person so appointed and may revoke or vary the delegation.

The directors may exercise all of our powers to borrow money and to mortgage or charge its undertaking, property and assets both present and future and uncalled capital or any part thereof, to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of ours or our parent undertaking (if any) or any subsidiary undertaking of us or of any third party.

A director shall not, as a director, vote in respect of any contract, transaction, arrangement or proposal in which he has an interest which (together with any interest of any person connected with him) is a material interest (otherwise than by virtue of his interests, direct or indirect, in shares or debentures or other securities of, or otherwise in or through, us) and if he shall do so his vote shall not be counted, nor in relation thereto shall he be counted in the quorum present at the meeting, but (in the absence of some other material interest than is mentioned below) none of these prohibitions shall apply to:

(a)	the giving of any security, guarantee or indemnity in respect of:
(i)	money lent or obligations incurred by him or by any other person for our benefit or any of our subsidiaries; or
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(ii)	a debt or obligation of ours or any of our subsidiaries for which the director himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
(b)	where we or any of our subsidiaries is offering securities in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the director is to or may participate;
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(c)	any contract, transaction, arrangement or proposal affecting any other body corporate in which he is interested, directly or indirectly and whether as an officer, shareholder, creditor or otherwise howsoever, provided that he (together with persons connected with him) does not to his knowledge hold an interest representing one percent or more of any class of the equity share capital of such body corporate (or of any third body corporate through which his interest is derived) or of the voting rights available to shareholders of the relevant body corporate;
(d)	any act or thing done or to be done in respect of any arrangement for the benefit of the employees of us or any of our subsidiaries under which he is not accorded as a director any privilege or advantage not generally accorded to the employees to whom such arrangement relates; or
(e)	any matter connected with the purchase or maintenance for any director of insurance against any liability or (to the extent permitted by the Cayman Companies Act) indemnities in favor of directors, the funding of expenditure by one or more directors in defending proceedings against him or them or the doing of anything to enable such director or directors to avoid incurring such expenditure.

A director may, as a director, vote (and be counted in the quorum) in respect of any contract, transaction, arrangement or proposal in which he has an interest which is not a material interest or as described above.

Capitalization of Profits

The directors may resolve to capitalize:

(a)	any part of our profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or
(b)	any sum standing to the credit of our share premium account or capital redemption reserve, if any.

The amount resolved to be capitalized must be appropriated to the shareholders who would have been entitled to it had it been distributed by way of dividend and in the same proportions.

Liquidation Rights

If we are wound up, the shareholders may, subject to the articles and any other sanction required by the Cayman Companies Act, pass a special resolution allowing the liquidator to do either or both of the following:

(a)	to divide in specie among the shareholders the whole or any part of our assets and, for that purpose, to value any assets and to determine how the division shall be carried out as between the shareholders or different classes of shareholders; and
(b)	to vest the whole or any part of the assets in trustees for the benefit of shareholders and those liable to contribute to the winding up.

The directors have the authority to present a petition for our winding up to the Grand Court of the Cayman Islands on our behalf without the sanction of a resolution passed at a general meeting.

Register of Members

Under the Cayman Companies Act, we must keep a register of members and there should be entered therein:

●	the names and addresses of the members of the company, a statement of the shares held by each member, which:
○	distinguishes each share by its number (so long as the share has a number);
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○	confirms the amount paid, or agreed to be considered as paid, on the shares of each member;
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○	confirms the number and category of shares held by each member; and
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○	confirms whether each relevant category of shares held by a member carries voting rights under the Articles, and if so, whether such voting rights are conditional;
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●	the date on which the name of any person was entered on the register as a member; and
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●	the date on which any person ceased to be a member.
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For these purposes, “voting rights” means rights conferred on shareholders, including the right to appoint or remove directors, in respect of their shares to vote at general meetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain circumstances.

Under the Cayman Companies Act, the register of members of our company is prima facie evidence of the matters set out therein (that is, the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered in the register of members is deemed as a matter of the Cayman Companies Act to have legal title to the shares as set against its name in the register of members. The register of members will be updated from time-to-time to record and give effect to the issuance of shares by us to the custodian or its nominee. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name.

If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a shareholder of our company, the person or shareholder aggrieved (or any shareholder of our company or our company itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

Differences in Corporate Law

The Cayman Companies Act is derived, to a large extent, from the older Companies Acts of England and Wales but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Cayman Companies Act and the current Companies Act of the UK. In addition, the Cayman Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Cayman Companies Act applicable to us and the comparable laws applicable to companies incorporated in the State of Delaware in the United States.

Mergers and Similar Arrangements

The Cayman Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the shareholders and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

A merger between a Cayman Islands parent company and its Cayman Islands subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company.

The consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Except in certain limited circumstances, a dissenting shareholder of a Cayman Islands constituent company is entitled to payment of the fair value of his or her shares upon dissenting from a merger or consolidation. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

(a)	the statutory provisions as to the required majority vote have been met;
(b)	the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;
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(c)	the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and
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(d)	the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act.
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When a takeover offer is made and accepted by holders of 90% of the shares affected within four months the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

If an arrangement and reconstruction is thus approved, or if a takeover offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders’ Suits

In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company and as a general rule, a derivative action may not be brought by a minority shareholder. However, based on English law authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge:

(a)	an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders;
(b)	an act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained; and
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(c)	an act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company.
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Indemnification of Directors and ExecutiveOfficers and Limitation of Liability

The Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our articles of association provide to the extent permitted by law, we shall indemnify each existing or former secretary, director (including alternate director), and any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against:

(a)

all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of our business or affairs or in the execution or discharge of the existing or former director (including alternate director), secretary’s or officer’s duties, powers, authorities or discretions; and

(b)

without limitation to paragraph (a) above, all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning us or our affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

No such existing or former director (including alternate director), secretary or officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.

To the extent permitted by law, we may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former director (including alternate director), secretary or any of our officers in respect of any matter identified in above on condition that the director (including alternate director), secretary or officer must repay the amount paid by us to the extent that it is ultimately found not liable to indemnify the director (including alternate director), the secretary or that officer for those legal costs.

This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and executive officers that will provide such persons with additional indemnification beyond that provided in our articles of association.

Anti-Takeover Provisions in Our Articles

Some provisions of our articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue shares at such times and on such terms and conditions as the board of directors may decide without any further vote or action by our shareholders.

Under the Cayman Companies Act, our directors may only exercise the rights and powers granted to them under our articles of association for what they believe in good faith to be in the best interests of our company and for a proper purpose.

Directors’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interests of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Cayman Companies Act imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our articles of association, as amended and restated from time to time. We have the right to seek damages if a duty owed by any of our directors is breached.’

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

The Cayman Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our articles of association provide that general meetings shall be convened on the written requisition of one or more of the shareholders entitled to attend and vote at our general meetings who (together) hold not less than 10 percent of the rights to vote at such general meeting in accordance with the notice provisions in the articles of association, specifying the purpose of the meeting and signed by each of the shareholders making the requisition. If the directors do not convene such meeting for a date not later than twenty-one clear days’ after the date of receipt of the written requisition, those shareholders who requested the meeting may convene the general meeting themselves within three months after the end of such period of twenty-one clear days in which case reasonable expenses incurred by them as a result of the directors failing to convene a meeting shall be reimbursed by us. Our articles of association provide no other right to put any proposals before annual general meetings or extraordinary general meetings. As a Cayman Islands exempted company, we are not obligated by law to call shareholders’ annual general meetings.

Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under the Cayman Companies Act, our articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Subject to the provisions of our articles of association (which include the removal of a director by ordinary resolution), the office of a director may be terminated forthwith if (a) he is prohibited by the laws of the Cayman Islands from acting as a director, (b) he is made bankrupt or makes an arrangement or composition with his creditors generally, (c) he resigns his office by notice to us, (d) he only held office as a director for a fixed term and such term expires, (e) in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director, (f) he is given notice by the majority of the other directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director), (g) he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise, or (h) without the consent of the other directors, he is absent from meetings of directors for continuous period of six months.

Transactions with Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

The Cayman Companies Act has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although the Cayman Companies Act does not regulate transactions between a company and its significant shareholders, under Cayman Islands law such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors.

Under the Cayman Companies Act and our articles of association, the Company may be wound up by a special resolution of our shareholders, or if the winding up is initiated by our board of directors, by either a special resolution of our members or, if our company is unable to pay its debts as they fall due, by an ordinary resolution of our members. In addition, a company may be wound up by an order of the courts of the Cayman Islands. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under the Cayman Companies Act and our articles of association, if our share capital is divided into more than one class of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. Under the Cayman Companies Act, our articles of association may only be amended by special resolution of our shareholders.

Data Protection in the Cayman Islands—PrivacyNotice

This privacy notice explains the manner in which we collect, process, and maintain personal data about investors of the Company pursuant to the Data Protection Act (Revised) of the Cayman Islands, as amended from time to time and any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPA”).

We are committed to processing personal data in accordance with the DPA. In our use of personal data, we will be characterized under the DPA as a “data controller,” whilst certain of our service providers, affiliates, and delegates may act as “data processors” under the DPA. These service providers may process personal information for their own lawful purposes in connection with services provided to us.

By virtue of your investment in the Company, we and certain of our service providers may collect, record, store, transfer, and otherwise process personal data by which individuals may be directly or indirectly identified.

Your personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for us to perform a contract to which you are a party or for taking pre-contractual steps at your request, (b) where the processing is necessary for compliance with any legal, tax, or regulatory obligation to which we are subject, or (c) where the processing is for the purposes of legitimate interests pursued by us or by a service provider to whom the data are disclosed. As a data controller, we will only use your personal data for the purposes for which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.

We anticipate that we will share your personal data with our service providers for the purposes set out in this privacy notice. We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do so (e.g. to assist with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order).

Your personal data shall not be held by the Company for longer than necessary with regard to the purposes of the data processing.

We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data.

We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction, or damage to the personal data.

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment into the Company, this will be relevant for those individuals and you should inform such individuals of the content.

You have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (and this privacy notice fulfils our obligation in this respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to stop direct marketing, (d) the right to have inaccurate or incomplete personal data corrected, (e) the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer your personal data, general measures we take to ensure the security of personal data, and any information available to us as to the source of your personal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require us to delete your personal data in some limited circumstances.

If you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by calling +1 (345) 946-6283 or by email at info@ombudsman.ky.

Exhibit 4.2

MaximumGuarantee Contract

guarantor:	Li<br> Tan, Yuge Xu, Shanghai Xianjin Technology Development Co., Ltd.,
	Shanghai<br> Qinshang Education Technology Co., Ltd. (referred to as “Party A”)
Legal representative/person in charge and unified<br>social credit code:	Liming<br> Xu 913101205904160133 Zhou Shen 91310120MA1HUG8108
Valid ID type and number:
---	---
	ID<br> card: 362402196508110020
	ID<br> card: 310115199102173820
Address/habitual residence:	3rd<br> to 4th floors, No. 68, Lane 5135, Yanggao South Road, and No. 390, East Sports Club Road
Postal Code:	200000
Phone/Mobile Phone:	13472519818、13818291438、13585886893
Pledger:	(referred<br> to as “Party B”)
---	---
Mortgagors:	Xu<br> Liming, Tan Li, Xu Yuge (referred to as “Party C”)
---	---

Valid ID type and number:

ID card: 362402196205170034
ID card: 362402196508110020
ID card:<br>310115199102173820
Address/habitual residence:	3rd<br> to 4th floors, No. 68, Lane 5135, Yanggao South Road
---	---
Postal Code:	200000
Phone/Mobile Phone:	13818291438、13472519818、13818291438

Co owners of the mortgaged property: (referred to as “Party C co owners”, also known as mortgagors)

(The first party, co owners of the first party, the second party, co owners of the second party, the third party, and co owners of the third party are collectively referred to as “guarantors”. The first party and co owners of the first party are collectively referred to as “guarantors”, the second party and co owners of the second party are collectively referred to as “pledgers”, and the third party and co owners of the third party are collectively referred to as “mortgagors”. When the guarantor is a natural person, fill in the type and number of the party’s valid ID card.)

Guarantor: China Minsheng Bank Co., Ltd. Shanghai Branch (referred to as “Party D”)

Legal representative/person in charge:	Jun Cong
Address/habitual residence:	1st<br> floor, 8th to 15th floors, 36th floor, No. 100 Pudong South Road, China (Shanghai) Pilot<br> Free Trade Zone
Postal Code:	200120
Phone:	021-61877000

In order to ensure the performance of the main contract between the debtor of the main contract and Party D, the guarantor voluntarily provides the highest amount of joint and several guarantee liability for the debts under the main contract, the pledgor is willing to provide the highest amount of pledge guarantee for the debts under the main contract with its property, and the mortgagor is willing to provide the highest amount of mortgage guarantee for the debts under the main contract with its property. In accordance with the current relevant laws and regulations of the People’s Republic of China, and after mutual consultation and agreement, this contract is hereby signed for mutual compliance.

Important Notice for Signing: Dear Customer: This contract consists of the contract elements table, contract text, attachments, and other relevant documents (if any), all of which are integral parts of this contract and have the same legal effect as the main text of this contract. To protect your rights and interests, please carefully read all the terms of the aforementioned documents (collectively referred to as “this contract” unless otherwise stated) before signing, pay attention to your rights, obligations, and responsibilities, and pay special attention to the clauses in black/bold/underlined font. If you have any questions about this contract, please consult the handling bank or service hotline 95568 in a timely manner, and the handling bank or customer service will actively answer them. Once this contract is signed, it shall be deemed that Party D has provided a detailed explanation and interpretation of all the terms of this contract to all parties. All parties agree to all the terms of this contract and have an accurate understanding of the legal meaning of the relevant rights, obligations, and limitations or exemptions on liability. Unless otherwise expressly agreed, the terms of mortgage and pledge shall not apply to the guarantor, and the guarantee terms shall not apply to the mortgagor and pledgor. Unless otherwise agreed, all references to the guarantor, guarantor, pledgor, and mortgagor under this contract refer to all guarantors, guarantors, pledgers, and mortgagors listed on the first page of this contract. Unless otherwise agreed, all references to loans and borrowings under this contract shall have the same meaning.

Party D shall process your personal information within the scope prescribed by laws and regulations to achieve the matters and purposes stipulated in this contract. Ding Fang is well aware of the importance of personal information to you and will take reasonable security measures in accordance with the requirements of laws and regulations to provide sufficient protection for the security of your personal information. For the purpose and method of processing personal information, the types and retention periods of personal information processed, as well as the ways and procedures for the information subject to exercise their personal information rights, unless otherwise agreed in this contract, the privacy policy of Party D applicable to the business you handle through relevant channels shall prevail.

Contract Element Table

No.	Project	specific<br> content
1	Main<br> Contract	☒<br> he debtor of the main contract and Party D signed the “Working<br> Capital Loan Contract” numbered HT02692346653704 (together with its attachments, specific<br> business contracts (if any) arising under it, relevant business applications confirmed by<br> Party D (if any), loan disbursement confirmation (if any) and other specific business applications,<br> loan vouchers (if any), etc., which together constitute the main contract of this contract,<br> collectively referred to as the “main contract”), and all of Party D’s<br> creditor’s rights (including contingent liabilities) under it; Maximum guarantee amount<br><br> <br><br><br> <br>The<br> period of occurrence of the guaranteed principal debt is from May 10, 2023 to May 10, 2033.<br><br> <br><br><br> <br>☐ Other:
2	The<br> debtor of the main contract	Refers<br> to Liming Xu, including all debtors who have signed any main contract with Party D and have a loan/financing relationship with Party<br> D under the main contract.
3	highest<br> amount of credit	☐<br> (1) The maximum debt amount<br> is the sum of the maximum debt principal amount and other payables in the main debt except<br> for the maximum principal amount. Among them, the highest principal amount of debt is:<br><br> <br><br><br> <br>(Currency),<br> Amount (in words), (in figures);<br><br> <br><br><br> <br>☒(2)<br> The highest debt amount (in words) is nineteen million five hundred thousand yuan, in figures 19500000, of which the highest debt<br> principal amount is (in words) thirteen million yuan, in figures 1.3 million. (The maximum amount of debt here is the sum of the<br> maximum principal amount of debt and the interest and other payables of the main debt. If it is inconsistent with the actual amount<br> incurred, the actual maximum amount of debt incurred shall prevail.).<br><br> <br><br><br> <br>☐<br> (3) Other<br><br> <br><br><br> <br>If<br> not selected, the above item (1) will be applied by default.
4	Pledged/secured<br> property	The<br> pledged/secured property provided by the pledgor is detailed in the following attachment:<br><br> <br><br><br> <br>☐<br> List of Chattel Pledges;<br><br> <br><br><br> <br>☐<br> List of Rights Pledge;<br><br> <br><br><br> <br>☐<br> Warehouse Receipt Pledge List;<br><br> <br><br><br> <br>☐<br> List of Pledged Fixed Deposit Certificates Deposit Guarantee List for Fixed Deposit Accounts or Margin Accounts in Cards/passbooks;<br><br> <br><br><br> <br>☐<br> Accounts Receivable Pledge List;<br><br> <br><br><br> <br>☐ Pledge List.
5	Mortgaged<br> property	The<br> mortgaged property provided by the mortgagor is detailed in the following attachment: ☐<br> “List of Mortgaged Property (Movables)”;<br><br> <br><br><br> <br>☒<br> List of Mortgaged Property (Real Estate);<br><br> <br><br><br> <br>☐<br> List of Mortgaged Assets for Transportation Vehicles;<br><br> <br><br><br> <br>☐<br> List of Mortgage of Sea Use Rights;<br><br> <br><br><br> <br>☐ List of Mortgaged Assets.
6	(Evaluation/Agreement)<br> Value	☐The<br> (assessed/agreed) value of the pledged property is (in words), currency<br><br> <br><br><br> <br>☒<br> The (appraisal/agreement) value of the mortgaged property is (in words) nineteen million five hundred thousand yuan, in Chinese yuan

7	insurance	Upon<br> mutual agreement between the pledgor and Party D, the pledgor voluntarily purchases insurance<br> for the pledged property under this contract, and the insurance premium shall be shared proportionally<br> between the pledgor and Party D; If the insurance is interrupted, Party D has the right to<br> handle the insurance procedures on behalf of Party B, and the insurance premium shall be<br> borne by the pledgor and Party D in proportion. The pledger is not required to purchase insurance<br> for the pledged property under this contract.<br><br> <br><br><br> <br>Upon<br> mutual agreement between the mortgagor and Party D, the mortgagor voluntarily purchases insurance for the mortgaged property under<br> this contract, and the insurance premium shall be shared by the mortgagor and Party D in proportion; If the insurance is interrupted,<br> Party D has the right to handle the insurance procedures on behalf of Party B, and the insurance premium shall be borne by the mortgagor<br> and Party D in proportion.<br><br> <br><br><br> <br>☒ The mortgagor is not required to purchase insurance for the mortgaged property under this contract.
8	Accounts<br> receivable pledge loan repayment special account	Bank<br> of Deposit: China Minsheng Bank Co., Ltd. (Party D)<br><br> <br><br><br> <br>Account<br> Name:<br><br> <br><br><br> <br>account<br> number:
9	Guarantee<br> special account	If<br> the pledgor provides a pledge of rights, and the maturity date of the pledged rights certificate<br> is earlier than the maturity date of the debt under the main contract (including early maturity),<br> Party D shall deposit the proceeds from the redemption or sale of the extracted goods into<br> the following fixed deposit account or margin account after the maturity of the rights certificate<br> to continue to be used as collateral for the creditor’s rights under the main contract:<br><br> <br><br><br> <br>Bank<br> of Deposit: China Minsheng Bank Co., Ltd_<br><br> <br><br><br> <br>Ding<br> Fang’s account name:<br><br> <br><br><br> <br>Account<br> (Card Number):
10	Default<br> penalty standard	☒<br> (1) If the pledgor or mortgagor fails to timely handle the registration procedures for the<br> guaranteed property under this contract, Party D may pay 10% of the principal balance of<br> the main creditor’s rights. To the corresponding responsibility<br><br> <br><br><br> <br>The<br> guarantor charges a penalty for breach of contract<br><br> <br><br><br> <br>☒ (2)<br> When the guarantor violates the guarantees, statements, obligations, and commitments stipulated in this contract, any defaulting<br> party shall pay a penalty of 10% of the principal balance of the main debt
11	Dispute<br> Resolution Methods	After<br> consultation and agreement among all parties, the following dispute resolution methods have<br> been chosen: ☒ The people’s court with jurisdiction over the domicile of Party<br> D shall have jurisdiction.<br><br> <br><br><br> <br>The<br> mouth is under the jurisdiction of the people’s court with jurisdiction over the domicile of China Minsheng Bank Co., Ltd.<br><br> <br><br><br> <br>The<br> arbitration shall be conducted by the arbitration committee.<br><br> <br><br><br> <br>☐<br> Other.
12	Compulsory<br> execution of notarization	All parties have reached a consensus through consultation,<br><br> <br><br><br> <br>☒ Handle/do not handle the notarization procedures that give this contract compulsory enforcement effect
13	Other<br> Agreed Matters
14	Contract<br> Signing	This<br> contract is an electronic contract, which was confirmed and signed by the guarantor in the<br> form of an electronic signature through the channel provided by Party D on [date]. It has<br> been verified by Party D’s identity recognition program and has been confirmed to be<br> effective by Party D.<br><br> <br><br><br> <br>☒<br> This contract is signed offline by all parties in Shanghai, in 4 copies, with Party D holding 1 copy and each other holding 1 copy.<br> The remaining copies are used for handling mortgage, pledge, notarization and other procedures (if applicable), and all copies have<br> equal legal effect.

Note:

When selecting options under the elements table of this contract, mark a √ at the mouth to indicate that the clause is applicable. If it is not applicable, mark an X at the mouth. Checking the box will be considered as not applicable.

If horizontal lines or gray lines are used under the elements table of this contract, the determined content shall be filled in according to business needs.

(This page is blank and serves as the signature page for the “Maximum Guarantee Contract” numbered ITO269202346653704-1, which was signed offline by all parties.)

Party A: (seal)

Legal representative/person in charge: (signature or seal)

(or authorized agent)

specific date

Co owners of Party A: (seal)

Legal representative/person in charge: (signature or seal)

(or authorized agent)

specific date

Party B: (seal)

Legal representative/person in charge: (signature or seal)

(or authorized agent)

specific date

Co owners of Party B: (seal)

Legal representative/person in charge: (signature or seal)

(or authorized agent)

specific date

(Note: If Party D accepts the signature of the authorized agent, the signature of the authorized agent shall obtain legal and valid authorization.)

Party c: (seal)

Legal representative/person in charge: (signature or seal)

(or authorized agent)

specific date

Co owners of Party c: (seal)

Legal representative/person in charge: (signature or seal)

(or authorized agent)

specific date

Party D: China Minsheng Bank Co., Ltd. Shanghai Branch(seal)

Legal representative/person in charge: (signature or seal)

(or authorized agent)

specific date

Exhibit 4.15

Agreement

Party A: Shanghai Golden Sun Gongyu Education Technology Co., Ltd

Unified Credit Code: 91310110MA1G8j1EX1

Legal representative: Weng Xueyuan (ID No.: 330328196506244616)

Contact phone number: 13968836059

Party B:	Shen Zuxiang (ID No.: 310110196304206816), Tel: 13671737098

Yi Xiang'an (ID No.: 330501197801171257), Tel: 13671737098

Both Party A and Party B, through friendly consultation, have decided to jointly invest in and establish a new company to engage in cultural and tourism projects for the common cause. The following consensus has been reached and both parties will abide by it.

一、Both parties cooperate to jointly establish a new company, temporarily named Shanghai Fujin Cultural Tourism Industry Development Co., Ltd(Specific subject to review by the industry and commerce department)， The registered capital is 1 million yuan, and Party A holds 51% of the company's equity; Party B Shen Zuxiang and Yi Xiang'an account for 49%.

二、The core management team of the new company is: Chairman: Weng Xueyuan; Vice Chairman and General Manager: Shen Zuxiang; Executive Vice General Manager: Yi Xiang'an. The remaining members and employees of the management team shall be organized and arranged by Party B, with assistance from Party A. The company is managed by the general manager under the leadership of the board of directors and adopts the management model of the listed company of Party A. The financial system, personnel management system, legal system, etc. are included in the unified management of Golden Sun Health Technology Group.

三、 In order to improve the work enthusiasm and team cohesion of team members, after the establishment of the new company, 20% of the net profit will be extracted annually to reward the team. The specific allocation will be discussed and decided by the management team and reported to the board of directors for record.

四、The division of labor between Party A and Party B is as follows:

The legal representatives of both Party A and Party B must be legal and compliant enterprises and natural persons who have not been legally punished by relevant units.
The first party is responsible for the company's strategic direction, administrative office operations, office space, and initial operating capital investment (with a total investment of no less than 2 million yuan). After the new company generates income, the daily expenses will be borne by the company, and the office space rent will be provided by the first party for one year (included in the investment amount).
The second party is responsible for the team building of the new company, as well as the training, planning, and business promotion of cultural and tourism projects, and is also responsible for the operation of the company's projects; Performance requirement: Revenue of 2 million yuan in the first year; Revenue of 5 million yuan in the second year; Revenue of 8 million yuan in the third year; Starting from the fourth year, the annual budget should not be less than 8 million yuan.
The chairman does not pay salaries until the new company is profitable, only salaries for team management personnel (general manager, deputy general manager, director, finance, etc.), specifically: the annual salary of the general manager and executive deputy general manager is 300000 yuan, and the rest of the staff are determined through mutual consultation. After the company generates profits, the chairman's annual salary is 300000 yuan.

五、 Liability for breach of contract

Both Party A and Party B shall strictly abide by the terms of this agreement. If one party breaches the agreement, the breaching party shall compensate the non breaching party for any losses incurred, including but not limited to direct or indirect losses, legal fees, litigation costs, preservation fees, and other related expenses incurred by the non breaching party to safeguard the aforementioned rights and interests.

六、 Dispute Resolution

In case of any dispute arising from this agreement, both parties shall resolve it through consultation. If no agreement can be reached through negotiation, either party has the right to file a lawsuit with the Pudong New Area People's Court in Shanghai.

七、 Supplementary Provisions

This agreement is made in quadruplicate, with each party holding two copies, and shall come into effect from the date of signature and seal by both parties;
Any matters not covered shall be resolved through mutual consultation between the parties. If both parties reach a consensus through consultation, supplementary terms may be established. The supplementary terms have the same legal effect as this agreement.

(No text below)

Party A (seal):	Party B (seal):
Legal representative or authorized	Legal representative or authorized
representative:	representative:
Signing date: Year Month Day

Exhibit 4.19

WARRANT

NEITHER THE ISSUANCE AND SALE OF THESECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR(II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, SUBJECT TO COMPLIANCE WITHAPPLICABLE SECURITIES LAWS, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCINGARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS WARRANT SHOULD CAREFULLY REVIEW THETERMS OF THIS WARRANT, INCLUDING SECTION 6(d) HEREOF.

GOLDEN SUN HEALTH TECHNOLOGY GROUP LIMITED

WARRANTTO PURCHASE COMMON STOCK

Warrant No.:

Date of Issuance: October 28, 2024 (“IssuanceDate”)

Golden Sun Health Technology Group Limited, a Cayman Islands corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ZIONASSET MANAGEMENT LIMITED and BRIXTON GSH FUND LLC the registered holders hereof or their its permitted assigns (collectively, the “Holder”), are entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the **“Warrant”),**at any time or times on or after October 28, 2024, but not after 11:59 P.M., New York time, on the Expiration Date (as defined below) fully paid nonassessable Shares (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is one of the Warrants to purchase Shares issued pursuant to that certain Securities Purchase Agreement, dated as of October 28, 2024 (the “SubscriptionDate”), by and among the Company and the buyers (the “Buyers”) referred to therein (the “SPA”). The aggregate number of Shares which may be purchased upon exercise of this Warrant shall be equal to 180% of the quotient obtained by dividing (a) the original aggregate Principal Amount of the Notes purchased by the Buyers at Closing, by (b) the Conversion Price (as defined in the Note) (the Shares issuable upon exercise of the Warrants, the “Warrant Shares”).

EXERCISE OF WARRANT.

(a) Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1 (f)), this Warrant may be exercised by the Holder, in whole or in part, on any day on or after the date that the number of Shares which may be purchased upon exercise of this Warrant is first definitively determined, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1 (d)). Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first Business Day following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates for Shares pursuant to the SPA provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, and provided, further, that the Holder is eligible to receive shares through DTC, credit such aggregate number of Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission System, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or the Holder is not eligible to receive shares through DTC, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Shares to which the Holder is entitled pursuant to such exercise. The Holder undertakes that whenever the Company credits securities as set forth in clause (X) of the preceding sentence, upon receipt of notice from the Company that the applicable registration statement is not, or no longer is, effective in respect of the resale of such securities, the Holder will not transfer such securities (other than (I) in connection with a transfer, wherein the Holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that such transfer may be made without registration under the applicable requirements of the 1933 Act, or (II) the Holder provides the Company with reasonable assurances that the transfer may be effected pursuant to Rule 144 or Rule 144A) until the Company notifies the Holder that the applicable registration statement becomes effective (again). Upon delivery of the Exercise Delivery Documents or notification to the Company of a Cashless Exercise referred to in Section 1 (d), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares in respect of which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1 (a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise (the “Warrant Delivery Date”) and at its own expense, issue a new Warrant (in accordance with Section 6(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares in respect of which this Warrant is exercised. No fractional Shares are to be issued upon the exercise of this Warrant, but rather the number of Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

(b) Exercise Price. For purposes of this Warrant, “Exercise Price” means 70% Of the lowest closing market trading price of the Company’s common stock during the fifteen (15) trading days leading up to either (i) the date the very first conversion notice for either the Convertible Note or the Warrants is delivered or (ii) the date each conversion notice is delivered at the Holder’s sole discretion.

(c) Company’s Failure to Timely Deliver Securities. If within three (3) Trading Days after the Company’s receipt of the facsimile copy of Exercise Delivery Documents, the Company fails to (x) issue and deliver a certificate for that number of Shares to which the Holder is entitled and register such Shares on the Company’s share register or to credit the Holder’s balance account with DTC for the number of Shares to which the Holder is entitled upon such Holder’s exercise of this Warrant or (y) issue and deliver to the Holder by the Warrant Delivery Date a new Warrant for the number of Shares to which such Holder is entitled pursuant to Section 2(a) hereof, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Shares to deliver in satisfaction of a sale by the Holder of Shares issuable upon such exercise that the Holder anticipated receiving from the Company (a **“Buy-In”),**then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Shares or if legends are not required to be placed on certificates for Shares pursuant to the SPA provided that the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Shares, times (B) the Closing Bid Price on the date of exercise.

(d) Cashless Exercise. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Shares determined according to the following formula (a “Cashless Exercise”):

Net Number =	(A x B) - (A x C)
	B

For purposes of the foregoing formula:

A = the total number of Shares in respect of which this Warrant is then being exercised.

B = the Closing Sale Price of the Shares (as reported by Bloomberg) on the Trading Day immediately preceding the date of the Exercise Notice.

C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

The warrants shall include a “cashless exercise” feature, allowing the Investor to exercise the warrants by receiving a net number of shares based on the difference between the market price and the exercise price, subject to adjustments to exercise price and number of shares only in the event of stock splits, reverse stock splits, and stock dividends. Warrants are freely transferable. Warrants remain exercisable until the end of the exercise period, regardless of change of control. No call rights.

(e) Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 12.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a) If the Company shall issue any Additional Stock (as hereinafter defined) without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the issuance of such Additional Stock, the Exercise Price in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this Section 2) be adjusted to a price equal to the price paid per share for such Additional Stock.

(i) No adjustment of the Exercise Price shall be made in an amount less than one cent per share, provided, however, that any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made prior to three (3) years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of three (3) years from the date of the event giving rise to the adjustment being carried forward.

(ii) In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.

(iii) In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors of the Company in good faith.

(iv) “Additional Stock” shall mean any Shares issued by the Company after other than:

(A) shares of Common Stock issued or deemed issued to employees, directors or officer, or pursuant to a stock option plan or restricted stock purchase plan approved by the stockholders and Board of Directors of the Company; or

(B) Shares issued pursuant to the conversion or exercise of convertible or exercisable securities outstanding as of the date hereof;

(v) In the event the Company should at any time or from time to time fix a record date for the effectuation of a split or subdivision of the outstanding Shares or the determination of holders of Shares entitled to receive a dividend or other distribution payable in additional Shares or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional Shares (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional Shares or the Common Stock Equivalents (including the additional Shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Exercise Price shall be appropriately decreased so that the number of Shares issuable on exercise of this Warrant shall be increased in proportion to such increase in the aggregate number of Shares outstanding and those issuable with respect to such Common Stock Equivalents.

(vi) If the number of Shares outstanding at any time is decreased by a combination of the outstanding Shares, then, following the record date of such combination, the Exercise Price shall be appropriately increased so that the number of Shares issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Shares.

(b) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Shares (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 2) provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant the number of shares of stock or other securities or property of the Company or otherwise, to which a holder of the number of Shares deliverable upon exercise of this Warrant held by such holder would have been entitled on such recapitalization.

(c) No Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 2 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of Warrants against impairment.

(d) No Fractional Shares and Certificate as to Adjustments.

(i) No fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then fair market value of a Share as determined in good faith by the Board of Directors.

(ii) Upon the occurrence of each adjustment or readjustment of the Exercise Price pursuant to this Section 2, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Warrants a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of a Warrants, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Exercise Price at the time in effect, and (C) the number of Shares and the amount, if any, of other property that at the time would be received upon the exercise of this Warrant.

(e) If any action or transaction would require adjustment of the Exercise Price pursuant to more than one subsection of this Section 2, only one adjustment shall be made, and such adjustment shall be the amount of adjustment that results in the lowest Exercise Price.

FUNDAMENTAL TRANSACTIONS.

If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then upon the subsequent exercise of this Warrant, the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “AlternateConsideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (b) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
REISSUANCE OF WARRANTS.

(a) Transfer of Warrant.

(i) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holder), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant.

(ii) The Holder may assign or transfer some or all of its rights hereunder, subject to compliance with the 1933 Act and the provisions of Section 2 of the SPA without the consent of the Company. The Company is obligated to register the Warrant Shares for resale under the 1933 Act pursuant to the Registration Rights Agreement. If at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer, that (i) the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company, and (iii) the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) promulgated under the Securities Act of 1933, as amended.

(b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant representing the right to purchase the Warrant Shares then underlying this Warrant.

(c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional Shares shall be given.

(d) Book Entry. Notwithstanding anything to the contrary set forth herein, upon exercise of this Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company unless it is being exercised for all of the Warrant Shares represented by the Warrant. The Holder and the Company shall each maintain records showing the number of Warrant Shares exercised and issued and the dates of such exercises or shall use such other method, reasonably satisfactory to the other, so as not to require physical surrender of this Warrant upon each such exercise. In the event the Company disputes such records of the Holder, the terms and provisions of Section 11 hereof shall apply. Notwithstanding the foregoing, if this Warrant is exercised as aforesaid, the Holder may not transfer this Warrant unless the holder first physically surrenders this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant of like tenor, registered as the Holder may request, representing in the aggregate the remaining number of Warrant Shares represented by this Warrant. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercises of any portion of this Warrant, the number of Warrant Shares represented by this Warrant may be less than the number stated on the face hereof.

NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Warrant must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Room 503, Building C2, No. 1599

Xinjinqiao Road

Pudong New Area, Shanghai, China

Att.: Mr. Xueyuan Weng, CEO

Tel: (+86) 577-56765303

Email: 1667920909@qq.com

With a copy to:

GH Law Firm LLC

880 Third Avenue, 5^th^ Floor

New York, NY 10022

(212) 705-8798

Attention: Charles Y. Fu, Esq.

E-mail: charlesfuesq@gmail.com

If to a Holder of this Warrant, to it at the address and facsimile number set forth on the Schedule of Buyers to the SPA with copies to such holder’s representatives as set forth on such Schedule of Buyers, or, in the case of the holder or any other Person named above, at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice to the other party in accordance with this Section 6 at least five (5) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service, receipt by facsimile or deposit with a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Required Holders; provided that no such action may increase the exercise price of any Warrant or decrease the number of shares or class of stock obtainable upon exercise of any Warrant without the written consent of the Holder. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Warrants then outstanding. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Warrant unless the same consideration also is offered to all of the Holders of the Warrants.
GOVERNING LAW; JURISDICTION. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall not be construed against any person as the drafter hereof The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.
SEVERABILITY. If any provision of this Warrant or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of the terms of this Warrant will continue in full force and effect.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, promptly, and in any event within two (2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment bank agreed to by the Company and the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. If such investment bank or accountant agrees with the Company’s determination or calculations (as the case may be), then the Holder shall reimburse the Company for the expense it incurred to cause the investment bank/accountant to perform such determination or calculation (the “Evaluation Expense”). If Exercise Price or the Warrant Shares as determined or calculated (as the case may be) by such investment bank or accountant (the “Third Party Determination”) falls in between the Exercise Price or Warrant Shares as determined or calculated (as the case may be) by the Company (the “Company Determination”) and the Exercise Price or the Warrant Shares as determined or calculated (as the case may be) by the Holder (the “Holder Determination”), then the Holder shall reimburse the Company for a fraction of the Evaluation Expense of which the denominator shall be the absolute difference between the Company Determination and the Holder Determination and of which the numerator shall be the absolute difference between the Holder Determination and the Third Party Determination. If the Third Party Determination of the Exercise Price is greater than the Company Determination of the Exercise Price or the Third Party Determination of the number of Warrant Shares is less than the Company Determination of the Warrant Shares, then the Holder shall reimburse the Company for the entire Evaluation Expense. If the Third Party Determination of the Exercise Price is lower than the Holder Determination of the Exercise Price or the Third Party Determination of the number of Warrant Shares is greater than the Holder Determination of the number of Warrant Shares, then the Holder shall not reimburse the Company for any Evaluation Expense. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

9
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.
NOTICE OF CERTAIN EVENTS. The Company will give written notice to the Holder of this Warrant at least ten (10) Business Days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any pro rata subscription offer to Holders of Shares or (C) for determining rights to vote in respect of any Fundamental Transaction, dissolution or liquidation, provided that such information shall be made known to the public prior to or in conjunction with such notice being provided to such Holder to the extent it is material non-public information. The Company will also give written notice to the Holder of this Warrant at least ten (10) Business Days prior to the date on which any Fundamental Transaction, dissolution or liquidation will take place, provided that such information shall be made known to the public prior to or in conjunction with such notice being provided to such Holder to the extent it is material non-public information.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(i) “Bloomberg” means Bloomberg Financial Markets.

(ii) “BusinessDay” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(iii) “ClosingBid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(iv) “ConvertibleSecurities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Shares.

(v) “Eligible Market” means the OTC Bulletin Board, The New York Stock Exchange, Inc., The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market.

(vi) “ExpirationDate” means the date that is ten (10) years after the Issuance Date; provided that if such date falls on a day other than a Business Day or on which trading does not take place on the applicable Eligible Market (a “Holiday”), the next date that is not a Holiday.

(vii) “Fundamental Transaction” means that the Company shall, directly or indirectly, in one or more related transactions effected after the Issuance Date, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) be the subject of a purchase, tender or exchange offer by another Person that is accepted by the holders of more than 50% of the outstanding shares of Voting Shares (not including any shares of Voting Shares held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding Shares (not including any Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), or (v) reclassify or change the outstanding Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or (vi) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Shares.

(viii) “Options” means any rights, warrants or options to subscribe for or purchase Shares or Convertible Securities.

(ix) **“Shares”**means (i) the Company’s Common Stock, par value $0.005 per share, and (ii) any share capital into which such Shares shall have been changed or any share capital resulting from a reclassification of such Shares.

(x) “ParentEntity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(xi) **“Person”**means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(xii) “PrincipalMarket” means, from time to time, the Eligible Market upon which the Common Stock is admitted or listed and principally trades.

(xiii) “RegistrationRights Agreement” means that certain registration rights agreement by and among the Company and the Buyers.

(xiv) “RequiredHolders” means the holders of the Warrants representing at least a majority of Shares issuable upon exercise of the Warrants then outstanding (without regard to any limitations on exercise thereof); provided, that any Warrant that is held by an Affiliate of the Company shall not be deemed to be outstanding for purposes of the determination of “Required Holders.”

(xv) “SubscriptionDate” means October 28, 2024.

(xvi)“SuccessorEntity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such Fundamental Transaction shall have been entered into.

(xvii) “TradingDay” means any day on which trading the Shares is reported on the Eligible Market that is the principal securities exchange or securities market on which the Shares are then traded; provided that “Trading Day” shall not include any day on which the Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Shares are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).

(xviii) “VotingShares” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Shares to be duly executed as of the Issuance Date set out above.

Golden Sun Health Technology Group Limited
By:
Name:	Xueyuan Weng
Title:	CEO

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISETHIS WARRANT TO PURCHASE COMMON STOCK

GOLDEN SUN HEALTH TECHNOLOGY GROUP LIMITED

The undersigned holder hereby exercises the right to purchase __________________ of the Shares of Golden Sun Health Technology Group Limited (the “Shares”),a Cayman Islands corporation (the “Company”), pursuant to the Warrant to Purchase Shares (Warrant No: ____________) (as adjusted by all the partial exercises thereof prior to the date hereof, the “Warrant”. The total number of Shares issuable upon exercise of the Warrant, the “WarrantShares”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

_________________ a “Cash Exercise” in respect of _____________ Warrant Shares; and/or

When available pursuant to the terms of the Warrant, _______________ a “Cashless Exercise” in respect of _______________Warrant Shares.

Cash Exercise. In the event that the holder has elected a Cash Exercise in respect of some or all of the Warrant Shares to be issued pursuant hereto, the undersigned holder hereby exercises the right to purchase ________ of the Shares (“WarrantShares”) of Golden Sun Health Technology Group Limited, a Cayman Islands corporation (the **“Company”),**evidenced by the attached Warrant to Purchase Shares (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
Payment of Exercise Price. The holder shall pay the Aggregate Exercise Price in the sum of $__________to the Company in accordance with the terms of the Warrant.
Delivery of Warrant Shares. The Company shall deliver to the holder Warrant Shares in accordance with the terms of the Warrant.

Issue to: __________________________________

Address: __________________________________

Email: ____________________________________

Authorization: ______________________________

By: ______________________________________

Title: _____________________________________

Dated: ____________________________________

DTC Participant Number and Name (if electronic book entry transfer): _________________________________

Account Number (if electronic book entry transfer): _________________________________

The undersigned holder hereby acknowledgesthat the execution and delivery of this Exercise Notice with respect to less than all of Warrant Shares shall have the same effect ascancellation of the Warrant and issuance of a new warrant evidencing the right to purchase the remaining number of Warrant Shares.

-2-

ACKNOWLEDGMENT

The Company hereby acknowledges this Exercise Notice and hereby directs _______________ to issue the above indicated number of Shares in accordance with the Transfer Agent Instructions dated _______________, 2024 from the Company and acknowledged and agreed to by _____________________

GOLDEN SUN HEALTH TECHNOLOGY GROUP LIMITED
By:
	Name:
	Title:

-3-

ADDENDUM TO WARRANT

This Addendum To Warrant (the “Addendum”) is made and certified on November 25, 2024 as follows:

This Addendum amends and modifies that certain Warrant with the Date of Issuance on October 28, 2024 (“Warrant”) as follows:

Section 15. CERTAIN DEFINITIONS, Subsection(vi) “Expiration Date” means the date that is three (3) years after the Issuance Date; provided that if such date falls on a day other than a Business Day or on which trading does not take place on the applicable Eligible Market (a “Holiday”), the next date that is not a Holiday.

Capitalized terms herein have the same meaning as used in Warrant unless otherwise noted or especially amended and modified herein for Expiration Date.
All other terms and conditions of Warrant remain in full force and effect, other than any terms and conditions that conflict with the terms and spirit of this Addendum, which shall be deemed to be amended appropriately in order to be consistent with this Addendum.

IN WITNESS WHEREOF, the Company has caused this Addendum to Warrant to Purchase Shares to be duly executed as of the date set out above.

Golden Sun Health Technology Group Limited
By:
Name:	Xueyuan Weng
Title:	CEO

Exhibit 8.1

GOLDENSUN HEALTH TECHNOLOGY GROUP LTD

Listof Subsidiaries

(as of September 30, 2024)

Subsidiaries	Date of<br> Incorporation	Jurisdiction of<br> Formation			Principal<br> Activities
Hong Kong Jintaiyang International Education Holding Group Limited (“Golden Sun Hong Kong”)	June 23, 2017	Hong Kong, PRC	100	%	Investment Holding
Golden Sun (SH) Cultural and Tourism Research Institute Limited (“Golden Sun (SH)”) (a)	April 3, 2023	Hong Kong, PRC	100	%	Investment Holding
Zhejiang Golden Sun Education Technology Group Co., Ltd. (“Golden Sun Wenzhou” or “WFOE”)	October 24, 2018	PRC	100	%	Education and management service
Wenzhou City Ouhai District Yangfushan Culture Tutorial School (“Yangfushan Tutorial”)	May 5, 2008	PRC	100	%	Tutorial service
Shanghai Golden Sun Gongyu Education Technology Co., Ltd. (“Gongyu Education”)	September 15, 2017	PRC	100	%	Education and management service
Xianjin Technology Development Co., Ltd. (“Xianjin Technology”)	February 20, 2012	PRC	85	%	Education service
Shanghai Zhouzhi Culture Development Co., Ltd (“Zhouzhi Culture”)	December 11, 2012	PRC	100	%	Tutorial service
Hangzhou Jicai Educaiton Technology Co. Ltd., (“Hangzhou Jicai”)	April 10, 2017	PRC	100	%	Tutorial service
Shanghai Yangpu District Jicai Tutorial School (“Shanghai Jicai”) (b)	March 13, 2001	PRC	100	%	Tutorial service
Shanghai Hongkou Practical Foreign Language School (“Hongkou Tutorial”) (c)	February 6, 2004	PRC	76.5	%	Tutorial service
Wenzhou Lilong Logistics Services Co., Ltd. (“Lilong Logistics”)	December 17, 2019	PRC	100	%	Education logistics and accommodation service
Shanghai Qinshang Education Technology Co., Ltd (“Qinshang Education”)	December 12, 2019	PRC	100	%	Educational training service
Shanghai Fuyouyuan Health Technology Co., Ltd, (“Fuyouyuan”)	March 7, 2023	PRC	52	%	Health business
Shanghai Jinheyu Biotechnology Co., Ltd. (“Shanghai Jinheyu”)	August 15, 2023	PRC	51	%	Health business
Zhejiang Golden Sun Selection Technology Co., Ltd.(“Golden Sun Selection”)	November 17, 2023	PRC	100	%	E-commerce service
Shanghai Fuyang Cultural and Tourism Development Co., Ltd. (“Fuyang”)	September 5, 2024	PRC	51	%	Cultural and Tourism
(a)	Golden<br> Sun (SH) formerly known as CF (HK) Heath Technology Limited, changed its name on September 25, 2024.
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(b)	Due<br> to the fact that Shanghai Jicai had no business activities, the Board of Directors approved to close Shanghai Jicai on September<br> 7, 2023. The deregistration had been completed on December 9, 2024. This closure did not represent a strategic shift and had no significant<br> effect on the Company’s operations and financial results; therefore, no discontinued operations were presented.
(c)	On<br> November 20, 2023, Xianjin Technology injected paid-in-capital of $69,249 (RMB500,000) to exchange 10% equity interests from the<br> non-controlling shareholder of Hongkou Tutorial. After this injection, Xianjin Technology holds 90% equity interests in Hongkou Tutorial.

Exhibit12.1

CERTIFICATIONOF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEYACT OF 2002

I, Xueyuan Weng, certify that:

1.	I<br>have reviewed this annual report on Form 20-F of Golden Sun Health Technology Group Limited (the “Company”);
2.	Based<br>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<br>the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered<br>by this report;
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3.	Based<br>on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects<br>the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented in this report;
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4.	The<br>Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as<br>defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules<br>13a-15(f) and 15d-15(f)) for the Company and have:
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(a)	Designed<br>such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br>that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those<br>entities, particularly during the period in which this report is being prepared;
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(b)	Designed<br>such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br>to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external<br>purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated<br>the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br>of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)	Disclosed<br>in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by<br>the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over<br>financial reporting; and
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5.	The<br>Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br>reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the<br>equivalent functions):
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(a)	All<br>significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br>likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
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(b)	Any<br>fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal<br>control over financial reporting.
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Date: February 14, 2025

By:	/s/<br> Xueyuan Weng
	Name:	Xueyuan<br> Weng
	Title:	Chief Executive Officer

Exhibit12.2

CERTIFICATIONOF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEYACT OF 2002

I, Yu Sun, certify that:

1.	I<br>have reviewed this annual report on Form 20-F of Golden Sun Health Technology Group Limited (the “Company”);
2.	Based<br>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<br>the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered<br>by this report;
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3.	Based<br>on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects<br>the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented in this report;
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4.	The<br>Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as<br>defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules<br>13a-15(f) and 15d-15(f)) for the Company and have:
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(a)	Designed<br>such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br>that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those<br>entities, particularly during the period in which this report is being prepared;
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(b)	Designed<br>such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br>to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external<br>purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated<br>the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br>of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)	Disclosed<br>in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by<br>the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over<br>financial reporting; and
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5.	The<br>Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br>reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the<br>equivalent function):
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(a)	All<br>significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br>likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any<br>fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal<br>control over financial reporting.
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Date: February 14, 2025

By:	/s/<br> Yu Sun
	Name:	Yu<br> Sun
	Title:	Chief Financial Officer

Exhibit13.1

CERTIFICATIONOF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF

THESARBANES-OXLEY ACT OF 2002

In connection with the annual report of Golden Sun Health Technology Group Limited (the “Company”) on Form 20-F for the year ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Xueyuan Weng, Chief Executive 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<br>Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br>information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the<br>Company.
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Date: February 14, 2025

By:	/s/<br> Xueyuan Weng
	Name:	Xueyuan<br> Weng
	Title:	Chief Executive Officer

Exhibit 13.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICERPURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Golden Sun Health Technology Group Limited (the “Company”) on Form 20-F for the year ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Yu Sun, 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 Annual Report fully<br> complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained<br> in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the<br> Company.
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Date: February 14, 2025

By:	/s/ Yu Sun
	Name:	Yu Sun
	Title:	Chief Financial Officer

Exhibit 15.1

57th Floor, Fortune Financial Center, Suite
57055
East 3rd Ring Road, Chaoyang District
Beijing 100020, PRC
Tel: +86 (10) 6530-9989

Golden Sun Health Technology Group Limited

Profit Huiyin Square North Building,

Huashan 2018, Unit 1001,

Xuhui District, Shanghai, China

February 14, 2025

We consent to the references to our firm as “PRC counsel” in the annual report on Form 20-F of GOLDEN SUN HEALTH TECHNOLOGY GROUP LIMITED (the “Company”) for the fiscal year ended September 30, 2024, including all amendments or supplements thereto (the “Annual Report"), filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 14, 2025 under the U.S. Securities Act of 1933 (as amended). We also consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report.

In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulation promulgated thereunder.

Your faithfully,
/s/ Pac ate Law Firm
Pacgate Law Firm

Exhibit19.1

GOLDENSUN HEALTH TECHNOLOGY GROUP LIMITED

INSIDERTRADING POLICY

This Insider Trading Policy (this “Policy”) of Golden Sun Health Technology Group Limited (the “Company”) outlines the rules governing insider trading and provides guidance on how Insiders (as defined below) can lawfully buy or sell shares while complying with applicable laws. The Policy also summarizes the consequences of violating insider trading laws.

Each Insider (as defined below) is responsible for ensuring compliance with this Policy, both personally and for their family members. Violations are serious and may result in civil or criminal penalties, as well as potential termination for cause.

Rule10b-5 Prohibition on Insider Trading

SEC Rule 10b-5 prohibits corporate officers and directors or other insider employees from using confidential corporate information to reap a profit (or avoid a loss) by trading in the Company’s shares. This rule also prohibits “tipping” of confidential corporate information to third parties.

CoveredParties

This Policy covers Insiders. An “Insider” is an officer, director, 10% shareholder and anyone who possesses inside information because of his or her relationship with the Company or with an officer, director or principal shareholder of the Company. Rule 10b-5’s application goes considerably beyond just officers, directors and principal shareholder. This rule also covers any employee who has obtained material non-public corporate information, as well as any person who has received a “tip” from an Insider of the Company concerning information about the Company that is material and nonpublic, and trades (i.e. purchase or sells) the Company’s shares or other securities.

This Policy also applies to your family members who reside with you, anyone else who lives in your household, and family members who do not live in your household but whose securities transactions are directed by you or are subject to your influence or control, as well as trusts or other entities for which you make investment decisions.

MaterialInside Information

Courts define “material inside information” as information which, if known, could reasonably be expected to affect the value of the Company’s shares, or which would affect the investment judgment of a person making a decision to buy or sell the shares. Information is considered “material” if there is a substantial likelihood that it would be considered important by a reasonable investor in deciding whether to purchase or sell shares, or other securities, or if the information would be viewed by the reasonable investor as having significantly altered the total mix of information available to the investor before making the purchase or sale. The information need not be the determining factor, but must assume actual significance in the investor’s deliberations. Examples of inside information include:

o	a<br> material change in anticipated earnings (up or down);
o	proposed<br> public or private offerings of securities;
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o	loan<br> defaults;
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o	pending<br> or proposed mergers, acquisitions, joint ventures, or sales of significant assets or other<br> strategic plans;
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o	regulatory<br> approvals, patent registrations or issuances, investigations, etc.;
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o	a<br> proposed offering or issuance of new securities;
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o	share<br> repurchases, redemptions, surrenders and other similar transactions;
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o	share<br> capital restructures;
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o	changes<br> in dividend policy;
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o	proposed<br> changes to the memorandum or articles of association of the Company;
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o	the<br> occurrence of, or important developments in, major disputes, claims or significant litigation<br> (whether or not meritorious);
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o	a<br> change in directors and management;
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o	new<br> product announcements; and
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o	the<br> gain or loss of significant customers, suppliers or business partners.
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MaterialInside Information Can be Either Positive or Negative

Information is “nonpublic” if it has not been disclosed to the public generally. For information to be considered public, there should be some evidence that it has been widely disseminated and that the investing public has had time to absorb the information. You should generally consider information nonpublic until after the second business day after the information is publicly released, such as by press release or widely circulated public disclosure documents filed with the SEC, such as prospectuses or 10-K, 10-Q or 8-K reports. For example, if information is disclosed via press release on a Monday, it can be considered public beginning that Thursday.

Please keep in mind that your transactions in the Company’s shares may be viewed “after the fact” with the full benefit of hindsight. If you have any questions whether certain information is material or has not been publicly disclosed, please call the Company’s Chief Financial Officer.

Guidelinesfor Trading

“Insiders” must obey the following rules:

NoTrading on Material Nonpublic Information

An Insider should never trade the Company’s shares while you are in possession of material, nonpublic information about the Company. Additionally, you should not discuss or reveal such “inside information” about the Company to anyone, except as strictly required for a legitimate Company business purpose.

WindowPeriod

In addition to not trading while you possess material, nonpublic information, it is also in your, and the Company’s, best interests that you avoid even the appearance that you may be trading on nonpublic information. Trading in publicly offered securities is closely monitored by a number of watchdog groups, including plaintiffs’ attorneys. If you are perceived to be trading on nonpublic information, you may have to defend yourself in court even if you are innocent of any wrongdoing. The Company may also be sued in such cases.

To avoid such an appearance, the Company has adopted guidelines (the “Window Period”) covering the purchase or sale of its shares or other securities by Insiders. The Window Period is a Company rule designed to protect the Company and its Insiders. The Window Period opens on the second trading day after the day the Company’s quarterly or annual earnings figures are publicly released. For example, if the Company publicly releases its earnings after the market opens on a Monday, the Window Period would be closed and would remain closed until it opens at the open of the market on Wednesday (assuming no intervening holidays). The Window Period will remain open for a period of 20 full trading days and will close at the end of the 20th day. Transactions involving the purchase or sale of the Company’s shares must take place during this 20-day period. Directors and officers must obtain pre-clearance for trades even during the Window Period. The Company reserves the right to change these dates without prior notice.

Note that a purchaser or seller who is aware of material nonpublic information cannot buy or sell even during an “open” window. In such a case, the Insider with knowledge must not trade until the second trading day after the information of which he or she is aware becomes public.

Exceptionto Window Period

As discussed above, all trading of the Company’s shares must occur during the Window Period. If you believe an unanticipated, infrequent and compelling event necessitates the purchase or sale outside the Window Period, however, you may request an exception to the rule. You should not expect and you are urged not to rely on your ability to obtain an exception to the Window Period rule when making decisions regarding your finances. A request for an exception to the Window Period rule must set forth the event necessitating the purchase or sale, the reason the purchase or sale is necessary, and the date of the planned purchase or sale. All requests for exceptions must be reviewed and approved by the Company’s Chief Financial Officer. If a request for an exception is approved, you must complete the trade on the date set forth in your request within the period of time approved by the Company’s Chief Financial Officer. If the trade does not occur on that date, you must notify the Company’s Chief Financial Officer and request to make the trade on a different date. If approved, the trade must be made on such date.

Rule10b5-1 Plans

Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Rule 10b5-1”) provides an affirmative defense to insider trading liability where it is evident that material nonpublic information known to the person trading did not play a role in trading decisions. In order to take advantage of these defenses:

●	First,<br> the trading plan must be adopted, or take effect, when the trader is not aware of any material<br> nonpublic information about the Company.
●	Second,<br> the plan must either (1) expressly specify the amount, price, and date of trades; (2) provide<br> a written formula or algorithm, or computer program, for determining amounts, prices, and<br> dates; or (3) give all discretion regarding the power to execute securities transactions<br> pursuant to the plan to a third party who does not possess material nonpublic information.
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Third, the trader must demonstrate that the purchase or sale that occurred was pursuant to the plan. A purchase or sale would not be pursuant to the plan if, among other things, the trader altered or deviated from the plan or entered into or altered a corresponding or hedging transaction or position with respect to those securities.

Transactions in accordance with an approved Rule 10b5-1 trading plan will not violate this Policy. Insiders must make their own arrangements with brokers to establish Rule 10b5-1 trading plans. Any Rule 10b5-1 trading plan, however, must be in writing and submitted to the Company’s Chief Executive Officer for review prior to execution. All Rule 10b5-1 trading plans must be executed during a Window Period and trading under the plan may not commence until at least 60 days after the execution date.

Consequencesof an Insider Trading Violation

Insider trading results in any one or more of the following legal problems:

●	A<br> private lawsuit may be brought against the Insider by a shareholder of the Company. This<br> private action may be brought either by a person who has purchased from, or sold to, an insider<br> or by a shareholder suing in the name of the Company.
●	A<br> civil enforcement action could be brought against the Insider by the SEC seeking (a) a monetary<br> penalty (in an amount up to three times the profit gained or the loss avoided); (b) a cease-and-desist<br> order; and (c) an order barring the insider from serving as an officer and director of any<br> public company.
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●	Especially<br> serious cases could result in a criminal felony prosecution.
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You should be aware that the Company cannot defend you against an insider trading violation. You would have to bear the costs of defending yourself, and those costs can be staggering. In addition, the damage to your reputation — and that of the Company — as a result of an insider trading violation could be irreparable.

ShareTransactions

ShortSales; Put or Call Options

All Insiders are prohibited from selling short (including, short sales “against the box”) or from trading, writing, or purchasing “put” or “call” options on the Company’s shares whether or not such options are traded on an exchange. A “short sale” is the sale of securities that are not then owned by the person selling such securities. In other words, the seller enters into an agreement to sell the securities at a later date at a specified price, with the seller intending to purchase the securities to be sold at some point between the execution of the agreement and the date he or she must deliver the securities. Thus, the implication is that the seller is anticipating a decrease in the price of the security.

ShareOption Exercises; Sale of Option Shares

You may exercise vested Company share options at any time. However, you may only sell the shares that you obtain from such exercises by complying with the pre-clearance procedure during the open Window Period. In addition, you must not possess material nonpublic corporate information when you sell these shares.

Restrictionson Tipping

The term “insider trading” refers to the use of nonpublic material information both in trading securities or in passing on or “tipping” such information to others. As a result, in addition to refraining from trading for your own account while you are aware of nonpublic material information, you are prohibited from engaging in any other action to take advantage of, or to communicate to others (“tip”), such information. An Insider who tips information to a person who then trades is subject to the same penalties as the tippee, even if the Insider did not trade and did not profit from the tippee’s trading.

Section16 Liability

Insiders may be liable to the Company under Section 16(b) of the Securities Exchange Act of 1934, as amended, for any “profit” realized as a result of any purchase followed by a sale, or sale followed by a purchase, of the Company’s shares within any period of less than six months. There is no “tracing” of shares for these purposes. Any sale made by an Insider may be matched against any purchase made within the statutory period, and the transactions will be matched in such a way as to maximize the amount payable by the Insider to the Company.

Before engaging in any transaction in the Company’s shares, the Insider should consider carefully whether he or she has made any other transaction during the preceding six months and, if so, whether such transactions would result in profits recoverable under Section 16(b).

ANY PURCHASES OR SALES BY AN INSIDER RESULTING IN SECTION 16(B) LIABILITY WILL BE THE SUBJECT OF DISCIPLINARY ACTION INCLUDING IMMEDIATE TERMINATION OF EMPLOYMENT.

IN ADDITION TO THE FORFEITURE OF SHORT SWING PROFITS TO THE COMPANY, THE INDIVIDUAL WILL BE RESPONSIBLE FOR ALL COSTS ASSOCIATED WITH SUCH LIABILITY, INCLUDING BUT NOT LIMITED TO, LEGAL FEES