UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2023
Commission File Number: 001-41675
GOLDEN HEAVEN GROUP HOLDINGS LTD.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form
40-F ☐
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Golden Heaven Group Holdings Ltd. |
|
|
|
Date: August 3, 2023 |
By: |
/s/ Qiong Jin |
|
Name: |
Qiong Jin |
|
Title: |
Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer) |
EXHIBIT INDEX
2
Exhibit 99.1
Golden Heaven Group Holdings Ltd. Announces
Financial Results for the First Half of Fiscal Year 2023
NANPING, China, August 3, 2023 (GLOBE NEWSWIRE)
– Golden Heaven Group Holdings Ltd. (“Golden Heaven” or the “Company”) (Nasdaq: GDHG) is an offshore holding
company incorporated in the Cayman Islands with no material operations of its own. Through its Chinese operating entities, the Company
manages and operates six properties consisting of amusement parks, water parks and complementary recreational facilities. The Company
today announced its unaudited financial results for the six months ended March 31, 2023 (“First Half 2023”).
First Half 2023 Financial Highlights
(RMB) | |
Six months ended March 31, 2023 | | |
Six months ended March 31, 2022 | | |
Change (%) | |
Revenue | |
| 140,101,486 | | |
| 132,119,961 | | |
| 6.0 | % |
Gross profit | |
| 100,991,984 | | |
| 93,955,044 | | |
| 7.5 | % |
Gross margin | |
| 71.37 | % | |
| 70.35 | % | |
| 1.02 | *pp |
Income from operations | |
| 72,854,273 | | |
| 65,575,322 | | |
| 11.1 | % |
Net income | |
| 51,785,658 | | |
| 46,254,030 | | |
| 12.0 | % |
Earnings per share | |
| 1.05 | | |
| 0.45 | | |
| 135.1 | % |
| * | Notes: pp represents percentage points |
● | Revenue was RMB140.1 million in the First Half
2023, an increase of 6.0% from RMB132.1 million in the same period of last year. |
● | Gross profit was RMB101.0 million in the First
Half 2023, an increase of 7.5% from RMB94.0 million in the same period of last year. Gross margin was 71.37% in the First Half 2023, an
increase of 1.02 percentage points from 70.35% in the same period of last year. |
● | Income from operations was RMB72.9 million in
the First Half 2023, an increase of 11.1% from RMB65.6 million in the same period of last year. |
| |
● | Net income was RMB51.8 million in the First Half
2023, an increase of 12.0% from RMB46.3 million in the same period of last year. |
● | Earnings per share was RMB1.05 in the First Half
2023, an increase of 135.1% from RMB0.45 in the same period of last year. |
First Half 2023 Financial Results
Revenue
(USD) | |
Six months ended March 31, 2023 | | |
Six months ended March 31, 2022 | | |
Change | | |
Change (%) | |
Sales of in-park recreation | |
$ | 19,563,330 | | |
$ | 20,222,318 | | |
| (658,988 | ) | |
| (3.26 | )% |
Rental income | |
| 497,882 | | |
| 534,616 | | |
| (36,734 | ) | |
| (6.87 | )% |
Total revenue | |
$ | 20,061,212 | | |
$ | 20,756,934 | | |
| (695,722 | ) | |
| (3.35 | )% |
Given the substantial appreciation of the United
States dollar during the previous fiscal year, our financial results, when represented in USD, do not adequately capture the complete
financial performance of the Company. Consequently, in order to provide a more comprehensive understanding, we will supplement our USD-based
financial reporting with key financial metrics expressed in our local currency, the Renminbi (RMB).
Our revenue is derived from sales of in-park recreation
and rental income. The total revenue decreased by $695,722, or 3.35%, from $20,756,934 for the six months ended March 31, 2022
to $20,061,212 for the six months ended March 31, 2023, or increased by approximately 6.0% from RMB132,119,961 to RMB140,101,486
for the corresponding period.
No other revenue from other services occurred
in the first six months of fiscal year 2023.
Our revenue from each of our revenue segments
is summarized as follows:
For the six months ended March 31,
2023:
(USD) | |
Sales of
in-park recreation | | |
Rental income | | |
Total | |
Reportable segment revenue | |
$ | 19,563,330 | | |
$ | 497,882 | | |
$ | 20,061,212 | |
Inter-segment loss | |
| — | | |
| — | | |
| — | |
Revenue from external customers | |
$ | 19,563,330 | | |
$ | 497,882 | | |
$ | 20,061,212 | |
Segment gross profit | |
$ | 13,963,218 | | |
$ | 497,882 | | |
$ | 14,461,100 | |
Gross margin | |
| 71.37 | % | |
| 100.00 | % | |
| 72.08 | % |
For the six months ended March 31,
2022:
(USD) | |
Sales of
in-park recreation | | |
Rental income | | |
Total | |
Reportable segment revenue | |
$ | 20,222,318 | | |
$ | 534,616 | | |
$ | 20,756,934 | |
Inter-segment loss | |
| — | | |
| — | | |
| — | |
Revenue from external customers | |
$ | 20,222,318 | | |
$ | 534,616 | | |
$ | 20,756,934 | |
Segment gross profit | |
$ | 14,226,353 | | |
$ | 534,616 | | |
$ | 14,760,969 | |
Gross margin | |
| 70.35 | % | |
| 100 | % | |
| 71.11 | % |
Sales of in-park recreation
For the six months ended March 31, 2023, revenue
from sales of in-park recreation increased by approximately RMB7.9 million compared to the same period in 2022. Such increase was mainly
attributable to an increase in visitors after China lessened the COVID-19 travel restrictions in late 2022. The USD amount for the period
decreased by approximately $0.66 million compared to the same period last year due to the impact of exchange rate changes.
Rental income
For the six months ended March 31, 2023, rental
income increased by approximately RMB0.07 million compared to the same period in 2022. Such increase was mainly due to the rental payment
from the Children’s Castle project, which started to generate revenue in Yueyang Amusement World on October 1, 2022. The Children’s
Castle project has an 18-year term that will expire on September 30, 2039, unless it is earlier terminated. The rental payment for the
Children’s Castle project is RMB100,000 per year and increases by 10% every three years. The rental payment from October 1, 2021
to September 30, 2022 was waived by the Company. The decrease in rental income of approximately $0.04 million for the six months ended
March 31, 2023 compared to the same period last year was due to the impact of exchange rate changes.
Cost of Revenue
Cost of revenue increased by RMB0.88 million for
the six months ended March 31, 2023 compared to the same period in 2022. Such increase was mainly because the number of visitors
increased after China lessened the COVID-19 travel restrictions in late 2022, and the employees’ wages and social security expenses
increased by RMB1,091,831 compared to the same period in 2022. Our cost of revenue decreased by $395,853, or 6.60%, from $5,995,965 for
the six months March 31, 2022 to US$5,600,112 for the six months ended March 31, 2023. The decrease in the USD amount
of costs in the current period compared to the same period last year was due to the impact of exchange rate changes.
Gross Profit
For the six months ended March 31, 2023, gross
profit from sales of in-park recreation increased by approximately RMB7.10 million compared to the same period in 2022, primarily due
to increased revenue from higher visitor numbers, as the amusement park largely resumed normal operations during the period in response
to the reduced COVID-19 restrictions in China. The decrease in gross profit in USD for the period compared to the same period last year
was caused by the impact of exchange rate changes.
The profit margin of sales of in-park recreation
remained stable, with a modest increase from 70.35% for the six months ended March 31, 2022 to 71.37% for the six months ended March 31,
2023, as a result of enhanced operations and the relatively stable cost of revenue.
Operating Expenses
Our total operating expenses decreased by $429,590,
or 9.63%, from $4,458,645 for the six months ended March 31, 2022 to $4,029,055 for the six months ended March 31,
2023. This decrease was mainly attributable to (i) an increase of approximately $0.59 million in general and administrative
expenses, or G&A expenses, and (ii) a decrease of approximately $1.02 million in selling expenses.
The increase of G&A expenses in this period
was due to an increase of approximately $0.59 million in consulting fees, mainly consisting of attorney fees, audit fees and brokerage
fees in relation to the company’s recent IPO (as defined below).
The decrease in selling expenses was attributable
to a decrease of approximately US$1.02 million in advertising fees. The company decided to reduce its advertising expenses around
March 2022 when the company’s financial performance suffered from the ongoing impact of the pandemic.
Other (expense) income, net
Our other expense decreased by $371,698, or 88.67%,
from $419,188 for the six months ended March 31, 2022 to US$47,490 for the six months ended March 31, 2023. It was
primarily attributable to a decrease in the disposal of property and equipment.
Income tax expense
Our income tax expense increased by $353,020,
or 13.49%, from $2,616,317 for the six months ended March 31, 2022 to $2,969,337 for the six months ended March 31,
2023. We are subject to the standard income tax rate of 25% under the PRC tax laws.
Net income
Our net income increased by $148,400, or 2.04%,
from $7,266,818 for the six months ended March 31, 2022 to $7,415,218 for the six months ended March 31, 2023, or increased by approximately 12.0% from RMB46,254,030 to RMB51,785,658
for the corresponding period. Such
change was the result of the combination of the changes as discussed above.
Cash and Cash Equivalents
As of March 31, 2023, we had cash and cash equivalents
of approximately $28.26 million, working capital of approximately negative $16.64 million and total shareholders’ equity of approximately
$58.80 million, compared to cash and cash equivalents of approximately $22.45 million, working capital of approximately $8.42 million
and total shareholders’ equity of approximately $49.61 million, respectively, as of September 30, 2022.
Recent Events
On April 14, 2023, the Company closed its initial
public offering (the “IPO”) of 1,750,000 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”).
The Ordinary Shares were priced at $4.00 per share. The Ordinary Shares were previously approved for listing on The Nasdaq Capital Market
and commenced trading under the ticker symbol “GDHG” on April 12, 2023.
In connection with the IPO, the Company issued
a press release on April 12, 2023, announcing the pricing of the IPO and a press release on April 14, 2023, announcing the closing of
the IPO, respectively.
Conference Call Information
The Company’s management team will hold
a conference call to discuss its financial results at 8:00 A.M. U.S. Eastern Time on August 3, 2023 (8:00 P.M. Beijing Time on August
3, 2023). Details for the conference call are as follows:
Date: |
August 3, 2023 |
Time: |
8:00 am U.S. Eastern Time |
United States Toll Free: |
1-888-346-8982 |
International: |
1-412-902-4272 |
Hong Kong Toll Free |
800-905945 |
China Toll Free |
4001-201203 |
Conference ID |
Golden Heaven Group Holdings Ltd. |
Please dial in at least 15 minutes before the
commencement of the call to ensure timely participation.
For those unable to participate, an audio replay
of the conference call will be available from approximately one hour after the end of the live call until August 10, 2023. The dial-in
for the replay is +1-877-344-7529 within the United States or +1-412-317-0088 internationally.
The replay access code is No. 5069410.
A live and archived webcast of the conference
call will be available at the Company’s investor relations website at https://ir.jsyoule.com/.
About Golden Heaven
The Company is an offshore holding company incorporated
in the Cayman Islands with no material operations of its own. Through its Chinese operating entities, the Company manages and operates
six properties consisting of amusement parks, water parks and complementary recreational facilities. 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
announcement, the parks collectively contain approximately 139 rides and attractions. For more information, please visit the Company’s
website at https://ir.jsyoule.com/.
Forward-Looking Statements
All statements other than statements of historical
fact in this announcement are forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and
unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the
Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify
these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to,” or other similar expressions. The Company undertakes no obligation to update forward-looking statements
to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the
Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations
will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to review other factors that may affect its future results in the Company’s registration statement and
in its other filings with the SEC.
For more information, please contact:
Golden Heaven Group Holdings Ltd.
Email: group@jsyoule.com
Ascent Investors Relations LLC
Tina Xiao
Phone: +1-917-609-0333
Email: tina.xiao@ascent-ir.com
GOLDEN HEAVEN GROUP HOLDING LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
March 31, 2023 | | |
September 30, 2022 | |
ASSETS | |
| | |
| |
CURRENT ASSETS | |
| | |
| |
Cash and cash equivalents | |
$ | 28,262,926 | | |
$ | 22,447,145 | |
Advances to suppliers and other current assets | |
| 3,897,166 | | |
| 1,987,750 | |
Other receivables | |
| 54,158 | | |
| 52,370 | |
TOTAL CURRENT ASSETS | |
$ | 32,214,250 | | |
$ | 24,487,265 | |
| |
| | | |
| | |
Property, plant and equipment, net | |
$ | 27,200,709 | | |
$ | 27,782,087 | |
Right of Use Assets | |
| 6,650,711 | | |
| 6,648,370 | |
Other non-current assets | |
| 14,582,889 | | |
| 14,167,421 | |
TOTAL ASSETS | |
$ | 80,648,559 | | |
$ | 73,085,143 | |
| |
| | | |
| | |
LIABILITIES | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accrued expenses and other payables | |
$ | 5,838,701 | | |
$ | 5,855,707 | |
Advances from customers | |
| 9,184,917 | | |
| 9,645,494 | |
Loan payables | |
| 145,524 | | |
| 140,849 | |
Lease liability-current | |
| 401,332 | | |
| 427,855 | |
TOTAL CURRENT LIABILITIES | |
$ | 15,570,474 | | |
$ | 16,069,905 | |
| |
| | | |
| | |
NON-CURRENT LIABILITIES | |
| | | |
| | |
Lease liability-non-current | |
| 6,249,379 | | |
| 6,220,515 | |
Other non-current liabilities | |
| 21,101 | | |
| 282,402 | |
Amount Due to Related Party | |
$ | 5,000 | | |
$ | 904,965 | |
TOTAL NON-CURRENT LIABILITIES | |
| 6,275,480 | | |
| 7,407,882 | |
TOTAL LIABILITIES | |
$ | 21,845,954 | | |
$ | 23,477,787 | |
| |
| | | |
| | |
STOCKHOLDER’S EQUITY | |
| | | |
| | |
Golden Heaven Group Holdings Ltd., Stockholders’ equity | |
| | | |
| | |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 50,000,000 shares and 50,000,000 shares issued as of March 31, 2023 and September 30, 2022, respectively | |
$ | 5,000 | | |
$ | 5,000 | |
Additional paid-in capital | |
| 3,372,733 | | |
| 3,372,733 | |
Retained Earnings | |
| 56,515,135 | | |
| 49,099,917 | |
Accumulated other comprehensive income | |
| (1,090,263 | ) | |
| (2,870,294 | ) |
Total stockholders’ equity | |
| 58,802,605 | | |
| 49,607,356 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 80,648,559 | | |
$ | 73,085,143 | |
GOLDEN HEAVEN GROUP HOLDING LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| |
Six Months Ended March 31, | |
| |
2023 | | |
2022 | |
Revenue | |
$ | 20,061,212 | | |
$ | 20,756,934 | |
Cost of revenue | |
| 5,600,112 | | |
| 5,995,965 | |
Gross profit | |
| 14,461,100 | | |
| 14,760,969 | |
| |
| | | |
| | |
Operating Expenses | |
| | | |
| | |
General and administrative expenses | |
| 2,166,293 | | |
| 1,571,809 | |
Selling expenses | |
| 1,862,762 | | |
| 2,886,836 | |
Total operating expenses | |
| 4,029,055 | | |
| 4,458,645 | |
Income from operations | |
| 10,432,045 | | |
| 10,302,324 | |
| |
| | | |
| | |
Other (expenses) income | |
| | | |
| | |
Interest income | |
| 32,517 | | |
| 18,558 | |
Interest expenses | |
| (3,030 | ) | |
| (3,054 | ) |
Other expenses, net | |
| (76,977 | ) | |
| (434,692 | ) |
Total other expenses, net | |
| (47,490 | ) | |
| (419,188 | ) |
| |
| | | |
| | |
Income before Income Tax | |
| 10,384,555 | | |
| 9,883,136 | |
Income tax provision/expense | |
| (2,969,337 | ) | |
| (2,616,317 | ) |
Net Income | |
$ | 7,415,218 | | |
$ | 7,266,819 | |
| |
| | | |
| | |
Other comprehensive income | |
| | | |
| | |
Income | |
$ | 7,415,218 | | |
$ | 7,266,819 | |
Foreign currency translation | |
| 1,780,031 | | |
| 736,594 | |
Comprehensive income | |
| 9,195,249 | | |
| 8,003,413 | |
Basic and diluted earnings per share | |
$ | 0.15 | | |
$ | 0.07 | |
Basic and diluted weighted average number of ordinary shares | |
| 50,000,000 | | |
| 100,000,000 | |
GOLDEN HEAVEN GROUP HOLDING LTD.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
Six months ended March 31, 2022
| |
Common Stock | | |
Additional paid-in | | |
Retained | | |
Accumulative other comprehensive | | |
| |
| |
Shares | | |
Amount | | |
capital | | |
earnings | | |
income | | |
Total | |
Balance at September 30, 2021 | |
| 100,000,000 | | |
$ | 10,000 | | |
$ | 3,009,476 | | |
$ | 35,134,800 | | |
$ | 1,644,411 | | |
$ | 39,798,687 | |
Net income | |
| — | | |
| — | | |
| — | | |
| 7,266,819 | | |
| — | | |
| 7,266,819 | |
Foreign currency translation | |
| — | | |
| — | | |
| — | | |
| — | | |
| 736,594 | | |
| 736,594 | |
Balance at March 31, 2022 | |
| 100,000,000 | | |
$ | 10,000 | | |
$ | 3,009,476 | | |
$ | 42,401,619 | | |
$ | 2,381,005 | | |
$ | 47,802,100 | |
Six months ended March 31, 2023
| |
Common Stock | | |
Additional
paid-in | | |
Retained | | |
Accumulative
other
comprehensive | | |
| |
| |
Shares | | |
Amount | | |
capital | | |
earnings | | |
income | | |
Total | |
Balance at September 30, 2022 | |
| 50,000,000 | | |
$ | 5,000 | | |
$ | 3,372,733 | | |
$ | 49,099,917 | | |
$ | (2,870,294 | ) | |
$ | 49,607,356 | |
Net income | |
| — | | |
| — | | |
| — | | |
| 7,415,218 | | |
| — | | |
| 7,415,218 | |
Foreign currency translation | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,780,031 | | |
| 1,780,031 | |
Balance at March 31, 2023 | |
| 50,000,000 | | |
$ | 5,000 | | |
$ | 3,372,733 | | |
$ | 56,515,135 | | |
$ | (1,090,263 | ) | |
$ | 58,802,605 | |
GOLDEN HEAVEN GROUP HOLDING LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
Six Months Ended March 31, | |
| |
2023 | | |
2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | |
| |
Net income | |
$ | 7,415,218 | | |
$ | 7,266,819 | |
Adjustments to reconcile net income to net cash provided by operating activities | |
| | | |
| | |
Depreciation and amortization | |
| 1,479,463 | | |
| 1,668,808 | |
Disposal loss | |
| - | | |
| 399,241 | |
Changes in operating assets and liabilities | |
| | | |
| | |
Other receivable | |
| (49 | ) | |
| (1,230 | ) |
Advances to suppliers and other current assets | |
| (1,759,938 | ) | |
| (1,604,488 | ) |
Accrued expenses | |
| (456,848 | ) | |
| (1,351,262 | ) |
Advances from customers | |
| (768,227 | ) | |
| (855,380 | ) |
Net cash provided by operating activities | |
| 5,909,619 | | |
| 5,522,508 | |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Proceeds from disposal of equipment | |
| - | | |
| 72,269 | |
Additions to property, plant and equipment | |
| - | | |
| (52,097 | ) |
Net cash provided by (used in) investing activities | |
| - | | |
| 20,172 | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from amounts due from related parties | |
| | | |
| (15,594 | ) |
Proceeds from related party loan | |
| -- | | |
| 453,772 | |
Repayment of amounts due to related parties | |
| (899,965 | ) | |
| (8,528,869 | ) |
Proceeds from loan payable | |
| - | | |
| 157,525 | |
Repayment of loans | |
| - | | |
| (148,025 | ) |
Net cash used in financing activities | |
| (899,965 | ) | |
| (8,081,191 | ) |
Effect of change in exchange rate | |
| 806,128 | | |
| 314,631 | |
| |
| | | |
| | |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | |
| 5,815,782 | | |
| (2,223,880 | ) |
Cash and cash equivalents, beginning of period | |
| 22,447,144 | | |
| 12,875,358 | |
Cash and cash equivalents, end of period | |
$ | 28,262,926 | | |
$ | 10,651,478 | |
| |
| | | |
| | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |
| | | |
| | |
Cash paid for interest expense | |
| 3,030 | | |
| 3,054 | |
Cash paid for income tax | |
| 3,461,277 | | |
| 2,864,437 | |
8
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