TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo April 19, 2021 Xueyuan Weng Chief Executive Officer Golden Sun Education Group Limited Profit Huiyin Square North Building Huashan 2088, Unit 1001 Xuhui District, Shanghai, China Re: Golden Sun Education Group Limited Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted March 30, 2021 CIK No. 0001826376 Dear Mr. Weng: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form F-1 Transactions with Related Parties, page 122 1. We note your disclosure that Mr. Xueyuan Weng signed a commitment letter not to demand the repayment of the related party liability so long as the company needs these funds as working capital until 2025. Please file the commitment letter as an exhibit to this registration statement. Xueyuan Weng FirstName Golden SunLastNameXueyuan Weng Education Group Limited Comapany April NameGolden Sun Education Group Limited 19, 2021 April 219, 2021 Page 2 Page FirstName LastName You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services