UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ZHONG YUAN
BIO-TECHNOLOGY HOLDINGS LIMITED |
(Name of Issuer) |
|
Ordinary shares, $0.001 par value |
(Title of Class of Securities) |
|
G989A3109 |
(CUSIP Number) |
|
Henry F. Schlueter, Esq.
Schlueter & Associates,
P.C.
5655 S. Yosemite Street, Suite
350
Greenwood Village, CO 80111
Tel: 303-292-3883
|
(Name/Address/Telephone Number of Person Authorized
to Receive Notices and Communications) |
|
August
31, 2019 through December 30, 2021 |
(Date
of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. G989A3109 |
13D |
Page 2 of 7 |
1 |
NAME OF REPORTING PERSON
Zhong Yuan Investment Limited |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
|
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Seychelles |
|
7 |
SOLE VOTING POWER
0 (1) |
Number of shares beneficially owned by each reporting person with |
8 |
SHARED VOTING POWER
0(1) |
9 |
SOLE DISPOSITIVE POWER
0 (1) |
10 |
SHARED DISPOSITIVE POWER
0(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
14 |
TYPE OF REPORTING PERSON
IN |
|
|
|
|
| (1) | (a) On August 31, 2019, the Issuer closed on a share exchange agreement
(the “Share Exchange”) with the Reporting Person. Pursuant to the Share Exchange, the Reporting Person exchanged all of the
shares that it held in its wholly-owned subsidiary, China Bio-technology Holding Limited, for 161,500,000 ordinary shares of the Issuer.
|
(b) On May 27, 2020, the Reporting Person
sold an aggregate 9,911,920 ordinary shares in a private transaction pursuant to a Regulation S offering thereby reducing its ownership
to 151,588,080 ordinary shares.
CUSIP No. G989A3109 |
13D |
Page 3 of 7 |
(c) On July 24, 2020, the
Reporting Person’s ownership of the Issuer’s shares decreased to 15,158,808 ordinary shares as a result of a 1:10 reverse
stock split.
(d) On July 24, 2020, the Reporting Person
sold an aggregate of 976,867 ordinary shares, resulting in a reduction of the Reporting Person’s ownership interest to 14,181,941
shares.
(e) On December 31, 2021, the Reporting
Person transferred its entire equity interest in the Issuer consisting of 14,181,941 ordinary shares, after which the Reporting Person
does not hold any equity interest in the Issuer.
Item 1. Security and Issuer
This
Schedule 13D relates to the $0.001 par value ordinary shares of Zhong Yuan Bio-Technology Holdings Limited, a corporation organized under
the laws of the Cayman Islands (the “Issuer”). The address of the principal executive office of the Issuer is Suite 901, Tesbury
Centre, 28 Queen’s Road East, Wanchai, Hong Kong.
Item 2. Identity and Background
Reporting Person:
| (a) | Name: This Schedule 13D is being filed by Zhong Yuan Investment Limited
(the “Reporting Person”). |
| (b) | Principal Business Address: The principal business address of the Reporting
Person is Suite 901, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. |
| (c) | Present Principal Occupation: The Reporting Person does not conduct any
business. |
| (d) | Convictions: During the last five years, none of the executive officers
or directors of the Reporting Person have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
| (e) | Civil Proceeding: During the past five years, none of the executive officers
or directors of the Reporting Person have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Citizenship: The Reporting Person is a corporation with limited shares organized
under the laws of the Republic of Seychelles. |
CUSIP No. G989A3109 |
13D |
Page 4 of 7 |
Tingting Chang, Director of
the Reporting Person
| (b) | Principal Business Address: Suite 901, Tesbury Centre, 28 Queen’s
Road East, Wanchai, Hong Kong. |
| (c) | Principal Occupation: A director of the Reporting Person and chief executive
officer and a director of the Issuer, Suite 901, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. |
| (d) | Convictions: During the last five years, Ms. Chang has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Civil Proceeding: During the past five years, Ms. Chang has not been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. |
| (f) | Citizenship: Ms. Chang is a citizen of the People’s Republic of China.
|
Fung Ming Pang, Director of
the Reporting Person
| (b) | Principal Business Address: Suite 901, Tesbury Centre, 28 Queen’s
Road East, Wanchai, Hong Kong. |
| (c) | Principal Occupation: A director of the Reporting Person and chief financial
officer and a director of the Issuer, Suite 901, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. |
| (d) | Convictions: During the last five years, Ms. Pang has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Civil Proceeding: During the past five years, Ms. Pang has not been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a |
CUSIP No. G989A3109 |
13D |
Page 5 of 7 |
| (f) | judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (g) | Citizenship: Ms. Pang is a citizen of Hong Kong SAR of the People’s
Republic of China. |
Yau Sing Tang, Former Director
of the Reporting Person
| (b) | Principal business address: Suite 901, Tesbury Centre, 28 Queen’s
Road East, Wanchai, Hong Kong. |
| (c) | Present principal occupation: Business Consultant, GCA Advisors Limited,
Suite 901, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. |
| (d) | Convictions: During the last five years, Mr. Tang has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Civil proceeding: During the past five years, Mr. Tang has not been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. |
| (f) | Citizenship: Mr. Tang is a citizen of Hong Kong SAR of the People’s
Republic of China. |
Item 3. Source and Amount of
Funds or Other Consideration
The ordinary shares
of the Issuer were issued to the Reporting Person in exchange for 100% of the outstanding shares of China Bio-technology Holding Limited,
the Reporting Person’s wholly-owned subsidiary, in accordance with the terms of the Share Exchange.
Item 4. Purpose of Transaction
The Reporting Person
held all of the ordinary shares of the Issuer owned by it for investment purposes.
CUSIP No. G989A3109 |
13D |
Page 6 of 7 |
Item 5. Interest in Securities
of the Issuer
(a) The
responses to Items 11 and 13 of the cover page to this Schedule 13D are incorporated herein.
| (b) | The responses to Items 7 through 10 of the cover page to this Schedule 13D are incorporated herein. |
Mr. Yau Sing Tang, as the sole officer
and director of the Reporting Person from August 31, 2019 to May 4, 2020, had sole voting and dispositive power over the shares of the
Issuer owned of record by the Reporting Person during that time. Ms.Tingting Chang and Ms. Fung Ming Pang, as the officers and directors
of the Reporting Person from May 4, 2020 to December 30, 2021, had shared voting and dispositive power over the shares of the Issuer owned
of record by the Reporting Person during that time.
(c) The
Reporting Person has not entered into any transactions in the ordinary shares during the sixty days immediately prior to the filing of
this Schedule 13D.
(d)
As of the date of filing of this Schedule 13D, no person, other than the Reporting Person, through its directors, is known to have had
the power to direct the receipt of dividends from, or proceeds from the sale of, any of the shares owned by the Reporting Person.
(e) The
Reporting Person ceased to be the beneficial owner of more than 5% of the ordinary shares of the Issuer on December 30, 2021.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
Other than as described herein,
there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect
to the securities of the Issuer.
Item 7. Material to be Filed
as Exhibits
CUSIP No. G989A3109 |
13D |
Page 7 of 7 |
Signatures
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
|
Zhong
Yuan Investment Limited
|
|
|
|
Date: January
24, 2024 |
By: |
/s/
Tingting Chang |
|
Name:
Title: |
Tingting
Chang
Director |
|
|
|
Date: January
24, 2024 |
By: |
/s/
Fung Ming Pang |
|
Name:
Title: |
Fung Ming Pang
Director |
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