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 June, 2024
Commission File Number: 000-55631
ZHONG YUAN BIO-TECHNOLOGY HOLDINGS LIMITED
(Translation of registrant’s name into English)
Suite 901, Tesbury Centre
28 Queen’s Road East
Wanchai, Hong Kong
(Address of principal executive office)
CHANG Ting Ting
Telephone: + 852 2919-8916
Email: tinachang@zybioholdings.com
Suite 901, Tesbury Centre
28 Queen’s Road East
Wanchai, Hong Kong
(Name, Telephone, email and/or fax number and address
of Company Contact Person)
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 ☐
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This Form 6-K and other reports filed by Zhong Yuan
Bio-Technology Holdings Limited (the “Company”) from time to time with the Securities and Exchange Commission (collectively,
the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information
currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. When
used in the Filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,”
“intend,” “plan” or the negative of these terms and similar expressions as they relate to the Company or the Company’s
management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events
and are subject to risks, uncertainties, assumptions and other factors. Should one or more of these risks or uncertainties materialize,
or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Although the Company believes that the expectations
reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend
to update any of the forward-looking statements to conform these statements to actual results.
CHANGE OF CERTIFYING ACCOUNTANTS
Resignation of Previous Independent Registered
Public Accounting Firm
On June 4, 2024, the Company accepted the resignation
of Centurion ZD CPA & Co. (“Centurion ZD”) as its independent registered public accounting
firm. The report of Centurion ZD on our financial statements for the fiscal years ended March 31, 2022 and 2023 contained no adverse opinion
or disclaimer of opinion and was not modified. The decision to accept the resignation of the independent accountant was approved and ratified
by our Board of Directors (“Board of Directors”) on June 4, 2024.
During our fiscal year ended March 31, 2023 and
through the date of this report, we have had no disagreements with Centurion ZD on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Centurion ZD, would have
caused it to make reference to the subject matter of such disagreements in its report on our financial statements for such period.
During our fiscal year ended March 31, 2023 and
through the date of this report, there have been no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K adopted by
the Securities and Exchange Commission (the “SEC”).
We provided Centurion ZD with a copy of this
disclosure before the filing was made with the SEC. We requested that Centurion ZD provide us with a letter addressed to the SEC stating
whether or not it agrees with the above statements, and we received a letter from Centurion ZD stating that it agrees with the above statements.
A copy of such letter, dated as of June 14, 2024, is filed as Exhibit 99.1 to this report.
Appointment of New Independent Registered Public
Accounting Firm
The Company has engaged TAAD, LLP (“TAAD”)
as our new independent registered public accounting firm.
During the two most recent fiscal years and through
the date of our engagement, we did not consult with TAAD regarding either: (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (ii) any
matter that was either the subject of a disagreement or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). In approving
the selection of TAAD as the Company’s new independent registered public accounting firm, our Board of Directors considered all
relevant factors, including the fact that TAAD is located in the United States and is not located in China or Hong Kong.
EXHIBITS
Exhibit Description
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 hereunto duly authorized.
Date: June 14, 2024 |
ZHONG YUAN BIO-TECHNOLOGY HOLDINGS LIMITED |
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|
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/s/ CHANG Ting Ting |
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Name: CHANG Ting Ting
Title: Chief Executive Officer |
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/s/ PANG Fung Ming |
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Name: PANG Fung Ming
Title: Chief Financial Officer and Director |
Exhibit 99.1
中正達會計師事務所
Centurion ZD CPA & Co.
Certified Public Accountants (Practising)
Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong.
香港紅磡 德豐街22號
海濱廣場二期 13樓1304室
Tel 電話:
(852) 2126 2388 Fax 傳真: (852)
2122 9078 |
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Securities and Exchange Commission
100 F Street, N.E.
Washington DC 20549
Sirs and Madams:
We have read the statements
made by Zhong Yuan Bio-Technology Holdings Ltd., which we understand will be filed with the Securities and Exchange Commission, pursuant
to the paragraphs under “Resignation of Previous Independent Registered Public Accounting Firm”, as part of the Form 6-K of
Zhong Yuan Bio-Technology Holdings Ltd., dated June 14, 2024. We agree with the statements concerning our firm contained therein.
/s/ Centurion ZD CPA & Co.
Centurion ZD CPA & Co.
Certified Public Accountants
Hong Kong, June 14, 2024
PCAOB No. 2769
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