Shanghai, China, Feb. 04, 2026 (GLOBE NEWSWIRE) -- Golden Sun Technology Group Limited (the “Company” or “Golden Sun”), announced today that it has changed its corporate name from “Golden Sun Health Technology Group Limited” to “Golden Sun Technology Group Limited” (the “Name Change”). The Company anticipates that the Name Change will be effective upon the commencement of trading on the Nasdaq Capital Market on Thursday, February 5, 2026 (U.S. Eastern Time), at which time the Company’s Class A ordinary shar ...

Business Transition and Strategy - The company has transitioned from operating private schools to focusing on tutorial services, e-commerce, wellness, and cultural tourism sectors[38][39]. - The company initiated a strategic transition into the wellness industry in 2023, aiming to establish wellness brands and an e-commerce platform for wellness products[40]. - A joint venture named Shanghai Fuyang Cultural Tourism Development Co., Ltd was established in August 2024 to capitalize on the cultural tourism sector in China[41]. - The company has initiated strategic transitions to expand into the cultural tourism and wellness industries, but did not generate material revenue from these businesses in fiscal years 2024 and 2023[73]. - The company has made equity investments in two companies operating in the wellness industry as part of its strategic transition[73]. - The company has incorporated additional subsidiaries, including Shanghai Jinheyu and Golden Sun Selection, to further its strategic initiatives in the wellness industry[215]. - The company has established a strategic joint venture named Shanghai Fuyang Cultural Tourism Development Co., Ltd., aiming to capitalize on the growing cultural tourism sector in China[207]. - The company has invested to secure a 51% equity interest in the joint venture, partnering with individuals experienced in cultural tourism projects[207]. - In 2023, the company initiated a strategic transition into the wellness industry, changing its name to "Golden Sun Health Technology Group Limited" on September 26, 2023[208]. - The company incorporated Shanghai Fuyouyuan, a 51%-owned subsidiary, to expand its operations in the wellness sector[208]. Financial Performance - For the fiscal year ended September 30, 2024, total revenue was approximately $10.2 million, an increase from $6.2 million in 2023, while net loss decreased to approximately $4.0 million from $5.8 million in 2023[222]. - Revenue from tutorial services accounted for 57% of total revenue in 2024, down from 88% in 2023, while revenue from logistics and consulting services increased to 5% in 2024 from 12% in 2023[222]. - The e-commerce segment contributed approximately $3.9 million to revenue in 2024, marking a significant increase compared to previous years[222]. - 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, with an accumulated deficit of $18,541,751 and a working capital deficit of $3,219,788[70]. - The company’s financial performance heavily depends on tuition fees, which are subject to market conditions and regulatory approvals, with no assurance of maintaining or raising fee levels in the future[76]. - The company’s financial results may fluctuate due to expansion costs and market competition, indicating potential volatility in future performance[91]. Regulatory Environment - The company has received all requisite licenses and approvals from PRC authorities for its operations, but future regulatory changes may impact operations[51][52]. - Regulatory changes in private education in China have negatively impacted operations and may continue to do so, creating uncertainty in future prospects[73]. - Under current PRC regulations, dividends can only be paid from accumulated profits, and subsidiaries must set aside at least 10% of after-tax profits for statutory reserves[59]. - The company has not applied for a tax resident certificate from the Hong Kong tax authority, which may affect the withholding tax rate on dividends[60]. - The company may face additional compliance requirements due to the Trial Measures and revised Provisions issued by PRC authorities, which could affect its ability to offer or list securities overseas[127]. - The company is subject to uncertainties regarding the interpretation and implementation of new regulatory requirements, which could materially affect its business operations and financial condition[127]. - PRC regulations may limit the ability of PRC subsidiaries to distribute profits or increase registered capital, affecting the company's cash flow and investment capabilities[147]. - The People's Bank of China and SAFE have implemented capital control measures, including stricter vetting for dividend remittances over $50,000, which may impact the company's ability to receive distributions[165]. Competition and Market Challenges - The company is facing intense competition in the PRC education sector, which could lead to pricing pressure, reduced operating margins, and loss of market share[75]. - The company faces significant competition in the cultural tourism market, which could adversely affect its financial condition and market position[89]. - Labor costs in China have been increasing, and the company expects these costs to continue rising, potentially impacting profitability if not passed on to customers[128]. - The average wage level for the company's employees has increased in recent years, contributing to rising labor costs[128]. - The company is exposed to potential liabilities related to food quality standards in its meal services, which could impact its reputation and student enrollment[103]. Operational Risks - The company has limited insurance coverage, lacking property insurance for buildings and business interruption insurance, exposing it to various operational risks[105]. - The company has limited sources of working capital, primarily funded from operations, bank loans, and shareholder advances, raising concerns about future financing[112]. - The company may incur significant administration and financial costs when choosing to re-register as a for-profit school under new regulations, which could adversely affect its financial condition[101]. - The company has faced significant disruptions due to the COVID-19 pandemic, with a material negative impact on financial positions and operating results during the fiscal year ended September 30, 2023[77]. - The retention rate of teachers declined significantly due to COVID-19 and reorganization in fiscal year 2022, but has been recovering since then[88]. - The company’s ability to attract and retain qualified teachers is critical for maintaining consistent teaching quality, which is essential for business success[87]. Internal Control and Compliance - The company identified material weaknesses in its internal control over financial reporting, impacting the accuracy and timeliness of financial results[192]. - The company lacks sufficient financial reporting personnel knowledgeable in U.S. GAAP and SEC reporting requirements, which affects financial statement preparation[193]. - The company is currently evaluating steps to remediate internal control weaknesses, including hiring qualified accounting personnel and implementing training programs[193]. - As of September 30, 2024, the company's internal control over financial reporting was deemed ineffective, potentially affecting investor confidence and market price[194]. - The company is subject to increased legal, accounting, and compliance costs due to its status as a public company, which may strain resources[182]. Shareholder and Market Considerations - The company has a dual-class share structure, with Mr. Xueyuan Weng holding approximately 58% of the voting power, potentially limiting other shareholders' influence[203]. - The company does not expect to pay dividends in the foreseeable future, relying instead on price appreciation for returns on investment[172]. - The trading price of Class A ordinary shares is likely to be volatile, influenced by market factors and the performance of other U.S.-listed Chinese companies[176][177]. - The company may face scrutiny and negative publicity similar to other U.S.-listed Chinese companies, which could harm its operations and stock price[167]. - The company’s securities are listed on the Nasdaq Capital Market, and failure to meet listing requirements could result in delisting[187]. - Anti-takeover provisions in the company's articles may discourage or delay changes in control that shareholders might favor[190].

Shanghai, China, April 17, 2024 (GLOBE NEWSWIRE) -- Golden Sun Health Technology Group Limited, formerly known as Golden Sun Education Group Limited (the "Company" or "Golden Sun") (NASDAQ:GSUN), a provider of tutorial services in China, today announced that the shareholders of the Company had approved a proposed 1-for-10 share consolidation of the Company's ordinary shares (the "Share Consolidation") at an extraordinary general meeting of shareholders (the "Meeting") held on April 11, 2024, at 8th Floor, A ...

Core Insights - Golden Sun Health Technology Group Limited has transitioned from providing tutorial services to focusing on the wellness industry in China, aiming to establish wellness brands and an e-commerce platform for wellness products [1][4] Group 1: Strategic Transition - The company has been actively working on its strategic transition since 2023, establishing its own wellness brands and an e-commerce platform to promote and sell wellness products [1] - In August 2023, the company established a subsidiary, Shanghai Jinheyu Biotechnology Co., Ltd., which developed oral health products using Fuding White Tea and traditional Chinese medicines [2] - The company launched these oral health products on major e-commerce platforms in China, including JD.com, Taobao, Red, and Yundinghuo in December 2023 [2] Group 2: Marketing and Product Development - In January 2024, the company's subsidiary, Zhejiang Golden Sun Selection Technology Co., Ltd., launched a livestreaming channel on Douyin to market healthy agricultural products [3] - The livestreaming service connects producers and consumers, promoting a healthy lifestyle to a targeted audience [3] - The company made equity investments in three Chinese wellness companies in 2023, further solidifying its presence in the wellness sector [3] Group 3: Leadership Perspective - The Chairman and CEO of the company expressed enthusiasm about the strategic transition into the wellness industry, highlighting the importance of adapting to a challenging business landscape and the potential for long-term growth [4]

Revenue and Financial Performance - The company generated approximately 32% and 45% of its total revenue from VIEs for the fiscal years ended September 30, 2021, and 2020, respectively, prior to divesting these operations[26]. - For the fiscal year ended September 30, 2023, the company's revenue decreased by $4,659,063 to $6,155,593 from $10,814,656 for the fiscal year ended September 30, 2022, primarily due to a decline in revenue from tutorial services[65]. - The company incurred a net loss of $5,780,054 and net cash used in operating activities of $7,942,004 for the fiscal year ended September 30, 2023, resulting in an accumulated deficit of $14,835,585 as of the same date[65]. - The divestiture of VIEs has triggered discontinued operations accounting, impacting the company's financial results significantly[26]. - The company has substantial doubt about its ability to continue as a going concern, as indicated by its auditor, Assentsure, due to significant losses and decreased working capital[65]. Strategic Transition and Business Expansion - The company is currently implementing a strategic transition to expand into the wellness industry in China, establishing its own wellness brands and an e-commerce platform[24]. - The company is implementing a strategic transition to expand into the wellness industry in China, having made equity investments in two companies in this sector, although no revenue was generated from these initiatives in fiscal year 2023[69]. - The company aims to expand its non-English foreign language program by partnering with more high schools across China, with agreements typically lasting three years[83]. - The company has initiated a strategic transition into the wellness industry in China, including a name change to "Golden Sun Health Technology Group Limited" approved on September 26, 2023[224]. Regulatory Environment and Compliance - The company is subject to evolving PRC laws and regulations, which may affect its ability to conduct operations and could lead to material changes in its business[40]. - The revised Implementation Rules for the Law for Promoting Private Education in China have materially impacted the Company's operations and future prospects due to regulatory changes[96]. - The company is subject to various approvals and permits for its education services, which are critical for compliance and operational continuity[92]. - The company operates in a regulatory environment where changes in policies and enforcement by the PRC government can significantly impact profitability and operations[115]. - The company may face additional compliance requirements due to the recent Trial Measures and revised Provisions issued by PRC authorities[129]. Financial Management and Capital Structure - The company intends to keep future earnings to finance business expansion and does not anticipate paying cash dividends in the foreseeable future[43]. - The company has not made any dividends or distributions to investors as of the date of the annual report[43]. - Under existing PRC regulations, dividends can only be paid out of accumulated profits, and subsidiaries are required to set aside at least 10% of after-tax profits for statutory reserves[47]. - The board of directors has complete discretion over dividend distribution, which may depend on future operational results and cash flow[181]. - The company does not expect to pay dividends in the foreseeable future, relying instead on price appreciation for returns on investment[180]. Operational Challenges and Risks - The company faces intense competition in the PRC education sector, which may lead to adverse pricing pressure and reduced operating margins[71]. - The evolving PRC education regulatory environment has negatively impacted the company's operations, prompting a search for diversification opportunities[69]. - The company may face challenges in effectively managing its operations and integrating new businesses, which could adversely affect its financial condition and results of operations[70]. - The COVID-19 pandemic had a material negative impact on the Company's financial positions and operating results for the fiscal year ended September 30, 2023, with a significant decrease in market demand for its services[76]. - The Company experienced a significant decrease in market demand as the Chinese economy gradually recovered from the pandemic, affecting future financial results[76]. Human Resources and Staffing - The annual retention rate of teachers as of September 30, 2023, was 69.3%, a decline from 25.2% in 2022 and 73.8% in 2021, highlighting challenges in maintaining teaching staff[87]. Taxation and Financial Liabilities - As of September 30, 2023, there were $2,639,258 of unrecognized tax benefits included in income tax payable, which could impact the effective tax rate if recognized[90]. - The company may be classified as a PRC "resident enterprise," subjecting it to a 25% enterprise income tax on worldwide income, which could adversely affect its effective tax rate and net income[161]. - Current PRC regulations restrict subsidiaries from paying dividends only from accumulated profits, which may limit the company's liquidity and ability to fund operations[167]. Shareholder and Market Considerations - The trading price of Class A ordinary shares is likely to be volatile, influenced by market conditions and the performance of other companies in the activated carbon business[184]. - The company may face significant consequences if its securities are delisted from the Nasdaq Capital Market, including reduced liquidity and increased trading restrictions[200]. - The dual-class share structure allows the Chairman and CEO, Mr. Xueyuan Weng, to control approximately 58% of the voting power, which may limit shareholder influence on corporate matters[221]. - The lack of independent analyst coverage may negatively impact the market price of Class A ordinary shares[182]. Internal Controls and Reporting - Material weaknesses in internal control over financial reporting were identified during the audit, which could adversely affect investor confidence and market price[205]. - As of September 30, 2023, management concluded that internal control over financial reporting was not effective, potentially affecting investor confidence and share price[209]. - The company is subject to reporting obligations under U.S. securities laws, including management assessments of internal control effectiveness[206].

Revenue Performance - For the six months ended March 31, 2023, total revenue was $3,526,598, a decrease of 51.0% compared to $7,205,568 for the same period in 2022[56] - Tutorial service revenue for the six months ended March 31, 2023, was $3,017,545, down 52.8% from $6,383,764 in the prior year[56] - Logistic and consulting services revenue was $509,053 for the six months ended March 31, 2023, compared to $821,804 for the same period in 2022, representing a decline of 38.0%[56] - For the six months ended March 31, 2023, services transferred over time accounted for $3,317,594 of total revenue, while goods transferred at a point in time contributed $209,004[56] - Revenue decreased by $3,678,970 in the six months ended March 31, 2023, compared to the same period in the fiscal year 2022[88] - For the six months ended March 31, 2023, the Company's revenue decreased by $3,678,970 to $3,526,598 from $7,205,568 for the same period in 2022, primarily due to a decline in tutorial services revenue[102] Financial Position - As of March 31, 2023, the balance of deferred revenue amounted to $3,273,580, down from $4,435,393 as of September 30, 2022, indicating a decrease of approximately 26%[60] - The Company held cash of $3,826,031 at major financial institutions in mainland PRC as of March 31, 2023, compared to $2,155,389 as of September 30, 2022, reflecting an increase of about 77%[93] - As of March 31, 2023, the Company had cash on hand of $12,713,338 and working capital of $4,225,642, with deferred revenue of $3,273,580 mainly from deferred tuition payments[103] - The Company has long-term loans amounting to $3,407,304 as of March 31, 2023, and expects to obtain new or renew existing bank loans based on its credit history[103] - The Company has short-term bank loans totaling $218,417 as of March 31, 2023, which were obtained from the Agricultural Bank of China, with a fixed interest rate of 3.9% per annum[129] - Long-term bank loans increased to $3,407,304 as of March 31, 2023, compared to $3,028,046 as of September 30, 2022, reflecting an increase of approximately 12.5%[133] Expenses and Losses - The Company incurred a net loss of $2,118,349 for the year ended September 30, 2022, which was a significant decline compared to the previous year[88] - The Company incurred a net loss of $3,662,596 and net cash used in operating activities of $3,370,049 for the six months ended March 31, 2023, resulting in an accumulated deficit of $12,791,956[102] - Advertising expenditures decreased to $149,379 for the six months ended March 31, 2023, down from $257,396 in the same period of 2022, representing a reduction of approximately 42%[64] - The total provision for income taxes for the six months ended March 31, 2023, was $180,842, a decrease of approximately 62.4% from $480,552 for the same period in 2022[151] Tax and Regulatory Matters - Unrecognized tax benefits amounted to $2,848,749 as of March 31, 2023, up from $2,573,830 as of September 30, 2022, indicating an increase of approximately 11%[71] - Total taxes payable increased to $4,240,261 as of March 31, 2023, compared to $3,845,303 as of September 30, 2022, representing an increase of approximately 10.3%[158] Investments and Acquisitions - On January 18, 2023, the Company agreed to acquire 18% equity interest in Zhejiang Kangyuan Medical Technology Co., Ltd. for a total consideration of $4,717,805 (RMB32,400,000)[115] - The Company signed a Share Purchase Agreement on April 10, 2023, to acquire 100% equity interest in Kaiye for a total consideration of $5,000,000, with $3,601,000 already paid[182] - On May 10, 2023, the Company agreed to acquire 19% equity interest in Shanghai Daizong Business Consulting Co., Ltd for $834,353 (RMB5,730,000)[183] Reserves and Obligations - The general reserve increased to $156,245 as of March 31, 2023, up from $120,196 as of September 30, 2022, representing a growth of 30%[175] - The development reserve rose to $919,140 as of March 31, 2023, compared to $844,167 as of September 30, 2022, indicating an increase of approximately 8.9%[176] - The total capital injection obligation for five subsidiaries was $10,836,974 as of March 31, 2023, compared to $9,840,444 as of September 30, 2022, marking an increase of about 10.1%[181] Shareholder Information - As of March 31, 2023, the total number of ordinary shares outstanding was 19,085,491, an increase from 18,355,491 as of September 30, 2022, reflecting a growth of approximately 4%[174] - The aggregate amount of paid-in capital and statutory reserves not available for distribution was $1,075,385 as of March 31, 2023, compared to $964,363 as of September 30, 2022, indicating an increase of about 11.5%[177] Future Plans - The Company is evaluating different strategies for obtaining additional funding, which may include new investments or borrowings[103] - The Company plans to change its name to "Golden Sun Health Technology Group Limited," with the resolution adopted on September 26, 2023[184]

Revenue and Financial Impact - For the fiscal years ended September 30, 2021 and 2020, revenues generated by the VIEs accounted for approximately 32% and 45% of total revenue, respectively[24]. - The divestiture of the VIEs represented a strategic shift that had a major effect on the company's operations and financial results, triggering discontinued operations accounting[24]. - The company completed a reorganization on September 1, 2021, to divest its operations of Ouhai Art School and Chongwen Middle School, ensuring compliance with revised regulations[23]. - The company sold all shares in Golden Sun Shanghai for a consideration of approximately $12,845, ceasing operations of Chongwen Middle School through the VIE structure[33]. - As a result of the reorganization, the Company no longer controls or receives economic benefits from any private schools providing compulsory education[217]. - The assets and liabilities related to the discontinued operations were retroactively classified in the consolidated financial statements for the periods presented[218]. Regulatory and Compliance Risks - The company is subject to risks associated with regulatory changes in China, which could impact its ability to offer securities and the value of such securities[35]. - The Holding Foreign Companies Accountable Act may prohibit the company's securities from trading if the Public Company Accounting Oversight Board cannot inspect its auditor for two consecutive years[36]. - The company has not received any inquiries or sanctions regarding its overseas listing from the China Securities Regulatory Commission or other PRC authorities[38]. - The company is not currently subject to cybersecurity review by the Cyberspace Administration of China, as it does not have over one million users' personal information[35]. - The company has not been involved in any investigations initiated by PRC regulatory authorities as of the date of the annual report[35]. - New legislation in the PRC regarding private education has materially affected the company's operations and future prospects[96]. - The Chinese government has significant oversight over the company's operations, which may result in material changes to operations or the value of ordinary shares[117]. - The company has not received any penalty or interest charge notice from local tax authorities as of the report date[93]. Financial Position and Capital Management - As of September 30, 2022, the company had cash of approximately $20.3 million and total current assets of approximately $22.1 million, with total current liabilities of approximately $12.6 million[112]. - The company has limited sources of working capital, primarily funded from operations, bank loans, and advances from shareholders, raising concerns about future financing[112]. - The company may rely on dividend payments from its PRC operating subsidiaries to fund cash and financing requirements[44]. - No dividends or distributions have been made by any subsidiary or former VIEs, and the company does not anticipate paying cash dividends in the foreseeable future[43]. - The requirement for PRC subsidiaries to set aside a portion of profits for statutory reserves may limit the funds available for distribution as dividends[147]. - Recent capital control measures may tighten scrutiny on dividend payments and foreign currency remittances, impacting liquidity and growth[163]. Competition and Market Conditions - The company faces intense competition in the PRC education sector, which could lead to adverse pricing pressure and reduced operating margins[52]. - The company faces intense competition and pricing pressure in Zhejiang province and Shanghai, which may require lowering tuition fees or increasing spending to attract students[67]. - A severe slowdown in the Chinese economy could adversely impact the operating entities' business and financial condition[54]. - The COVID-19 pandemic had a material negative impact on the company's financial positions and operating results during the fiscal year ended September 30, 2022[71]. Operational Challenges - The annual retention rate of teachers declined to 25.2% as of September 30, 2022, down from 73.8% in 2021, indicating challenges in maintaining teaching quality[84]. - The company's business and results of operations are heavily dependent on the level of tuition fees charged, which significantly affects profitability[69]. - The company must enhance existing programs and develop new ones to respond to market changes and student demands to attract and retain students[77]. - The company may not be able to maintain or raise tuition fees due to various factors, including government approvals and market conditions[70]. - The company maintains limited insurance coverage, exposing it to various risks associated with accidents, injuries, and other unexpected events[106]. Internal Control and Governance - The company identified material weaknesses in its internal control over financial reporting, which could adversely affect the accuracy and timeliness of financial results and investor confidence[197]. - As of September 30, 2022, the company's management concluded that its internal control over financial reporting was not effective, potentially impacting the market price of its Class A ordinary shares[201]. - The company lacks sufficient financial reporting and accounting personnel knowledgeable in U.S. GAAP and SEC reporting requirements, which has contributed to the identified material weaknesses[199]. - The dual-class structure of the company's ordinary shares concentrates voting control with the Chairman and CEO, potentially limiting other shareholders' influence on corporate matters[213]. - The largest shareholder, Mr. Xueyuan Weng, holds more than 50% of the voting power, classifying the company as a "controlled company" under Nasdaq rules, which may affect corporate governance practices[216]. Future Outlook and Strategic Initiatives - The company plans to expand its non-English foreign language program by partnering with high schools nationwide, with agreements typically lasting three years[79]. - The company intends to explore acquisition opportunities to expand its network of partner schools and tutorial centers[87]. - Future acquisitions may be materially affected by compliance with M&A regulations, which could delay or inhibit the company's ability to complete such transactions[170]. - The introduction of economic substance legislation in the Cayman Islands may have an uncertain impact on the company's operations[209].