Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 September 2023

 

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)

 

 

 

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 ☐

 

 

 

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

 

This Form 6-K and other reports filed by 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 September 13, 2023, the Company accepted the resignation of K. R. Margetson Ltd. (“Margetson”) as its independent registered public accounting firm for its fiscal year ended March 31, 2022. The report of Margetson on our financial statements for the fiscal year ended March 31, 2022 contained no adverse opinion or disclaimer of opinion and was not modified. The decision to accept the resignation and change the Company’s independent accountant was approved and ratified by our Board of Directors (the “Board of Directors”) on September 13, 2023.

 

During our two most recent fiscal years and through the date of this report, we have had no disagreements with Margetson 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 Margetson, 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 two most recent fiscal years 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 Margetson with a copy of this disclosure before the filing was made with the SEC. We requested that Margetson 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 Margetson addressed to the SEC stating that it agrees with the above statements. A copy of such letter, dated September 14, 2023, is filed as Exhibit 99.1 to this report.

 

 

 

Appointment of New Independent Registered Public Accounting Firm

 

The Company has engaged Centurion ZD CPA & Co. (“Centurion ZD”) as its independent accounting firm for the fiscal year ended March 31, 2022 to re-audit its financial statements for that fiscal year. The decision to engage and appoint Centurion ZD as the Company’s independent accountant for the fiscal year ended March 31, 2022 to re-audit its financial statements for that fiscal year was approved and ratified by our Board of Directors on September 13, 2023. In approving the selection of Centurion ZD as the Company’s new independent accounting firm for the fiscal year ended March 31, 2022, our Board of Directors considered all relevant factors, including that Centurion ZD was previously engaged as the Company’s independent registered public accounting firm, which audited the Company’s financial statements for the fiscal years ended March 31, 2020, 2021 and 2023.

 

During the two most recent fiscal years and through the date of our engagement, we did not consult with Centurion ZD 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).

 

EXHIBITS.

 

Exhibit

Description

 

99.1	Letter from K. R. Margetson Ltd to the Securities and Exchange Commission dated September 14, 2023.

 

 

 

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: September 14, 2023	ZHONG YUAN BIO-TECHNOLOGY HOLDINGS LIMITED
	/s/ CHANG Ting Ting
	Name: CHANG, Ting Ting Title: Chief Executive Officer
	/s/ PANG Fung Ming
	PANG Fung Ming
	Chief Financial Officer and Director

 

 

 

 

 

Exhibit 99.1

 

 

K. R. MARGETSON LTD. 331 East 5th Street North Vancouver BC V7L 1M1 Canada

Chartered Professional Accountant Tel: [phone] Fax: [phone]

 

 

 

September 14, 2023

 

Securities and Exchange Commission
100 F Street, N.E.
Washington DC 20549

 

 

Sirs and Mesdames:

 

I have read the statements made by Zhong Yuan Bio-Technology Holdings Ltd. (copy attached), which I 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 September 14, 2023. I agree with the statements concerning my firm contained therein.

 

 

Yours truly,

 

K. R. Margetson Ltd
Chartered Professional Accountant
North Vancouver BC
Canada

 

 

 

---