Note: Investors in our ordinary shares (in the IPO) are purchasing equity interests in the Cayman Islands holding company, and not in the Chinese operating entities. 

We are a Cayman Islands holding company and conduct our operations in China through Nanping Golden Heaven Amusement Park Management Co., Ltd. (“Golden Heaven WFOE”) and its subsidiaries. We hold 100% equity interests in our PRC subsidiaries, and we do not use a VIE structure.Through our subsidiaries, we operate six amusement parks and water parks in southern China.

As of the date of this prospectus, Golden Heaven WFOE has acquired 100% equity interests in the following PRC subsidiaries: (i) Changde Jinsheng Amusement Development Co., Ltd. (“Changde Jinsheng”), (ii) Qujing Jinsheng Amusement Investment Co., Ltd. (“Qujing Jinsheng”), (iii) Tongling Jinsheng Amusement Investment Co., Ltd. (“Tongling Jinsheng”), (iv) Yuxi Jinsheng Amusement Development Co., Ltd. (“Yuxi Jinsheng”), (v) Yueyang Jinsheng Amusement Development Co., Ltd. (“Yueyang Jinsheng”), and (vi) Mangshi Jinsheng Amusement Park Co., Ltd. (“Mangshi Jinsheng”).

Our corporate headquarters is in Yanping District, Nanping City, Fujian Province, China. According to government authorities in Fujian Province, Yanping District is known as “the birthplace of Chinese amusement park industry” and entrepreneurs from Yanping District have expanded beyond Yanping District and established their presence all across China. Through the operating entities, we are a leading amusement park operator in Yanping District and an active player in developing the Chinese amusement park industry. We aim to become the leading regional amusement park operator in China.

The parks of the operating entities occupy approximately 426,560 square meters of land in the aggregate and are located in geographically diverse markets across the south of China. Due to the geographical locations of the parks and the ease of travel, the parks are easily accessible to an aggregate population of approximately 21 million people. The parks offer a broad selection of exhilarating and recreational experiences, including both thrilling and family-friendly rides, water attractions, gourmet festivals, circus performances, and high-tech facilities. As of the date of this prospectus, the parks collectively contain 139 rides and attractions.

Our revenue is primarily generated from the Chinese operating entities’ selling access to rides and attractions, charging fees for special event rentals, and collecting regular rental payments from commercial tenants.

**Note: Revenue and net income figures are in U.S. dollars for the fiscal year that ended Sept. 30, 2022.

(Note: Golden Heaven Group Holdings Ltd. (GDHG) downsized its micro-cap IPO and priced it at $4.00 – the bottom of its $4.00-to-$5.00 price range – on April 11, 2023, according to a company announcement posted online late Wednesday morning. The company priced 1.75 million shares – down 250,000 shares from the 2.0 million shares in prospectus – to raise $7.0 million – or $2 million less than the estimated IPO proceeds, which had assumed mid-point pricing at $4.50 on 2.0 million shares. The stock started trading late Wednesday morning – April 12 – on the NASDAQ. Background: Golden Heaven Group Holdings filed an F-1/A dated March 2, 2023, in which it slashed the size of its IPO to 2.0 million ordinary shares – down from 6.0 million shares – and kept the price range at $4.00 to $5.00 – to raise $9.0 million. Under the new terms, Golden Heaven Group’s IPO will raise $18 million less than under its original terms – a cut of 67 percent in the estimated IPO proceeds. Golden Heaven Group Ltd. filed an F-1/A on Feb. 17, 2023, and disclosed the terms for its IPO: 6.0 million ordinary shares at $4,00 to $5.00 to raise $27.0 million. Golden Heaven Group also updated its financial statements in the Feb. 17, 2023, F-1/A filing to include its revenue and net income for the fiscal year that ended Sept. 30, 2022. Background: Golden Heaven Group filed its F-1 on Nov. 4, 2022; it submitted confidential IPO documents to the SEC on June 22, 2022.)