Form SC 13G - Statement of acquisition of beneficial ownership by individuals
13 Februar 2024 - 11:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Golden
Heaven Group Holdings Ltd.
(Name
of Issuer)
Class
A ordinary shares, par value US$0.0001 per share
(Title
of Class of Securities)
G3959D109
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐ |
Rule 13d-1(b) |
|
|
|
|
☐ |
Rule 13d-1(c) |
|
|
|
|
☒ |
Rule 13d-1(d) |
* |
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 the disclosures provided in a prior cover page. |
The
information required in 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. G3959D109 |
Page
1 of 6 |
1. |
Names
of Reporting Persons.
Chen
Xuezheng
|
2. |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
3.
|
SEC
Use Only
|
4. |
Citizenship
or Place of Organization
China
|
Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
0
|
6. |
Shared
Voting Power
10,000,000*
|
7. |
Sole
Dispositive Power
0
|
8. |
Shared
Dispositive Power
10,000,000*
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,000,000*
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
11. |
Percent
of Class Represented by Amount in Row (9)
24.0%**
|
12. |
Type
of Reporting Person
IN
|
* |
Represents
10,000,000 Class A ordinary shares held through Qingyu Investment Ltd., which is 100% owned by Mr. Chen Xuezheng. |
** |
The percentage
is calculated based on 41,750,000 Class A ordinary shares of the issuer, issued and outstanding as of December 31, 2023. |
CUSIP
No. G3959D109 |
Page
2 of 6 |
1. |
Names
of Reporting Persons
Qingyu
Investment Ltd.
|
2. |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
3.
|
SEC
Use Only
|
4. |
Citizenship
or Place of Organization
British
Virgin Islands
|
Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
0
|
6. |
Shared
Voting Power
10,000,000
|
7. |
Sole
Dispositive Power
0
|
8. |
Shared
Dispositive Power
10,000,000
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,000,000
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
11. |
Percent
of Class Represented by Amount in Row (9)
24.0%*
|
12. |
Type
of Reporting Person
FI
|
* |
The percentage
is calculated based on 41,750,000 Class A ordinary shares of the issuer, issued and outstanding as of December 31, 2023. |
CUSIP
No. G3959D109 |
Page
3 of 6 |
ITEM
1.
(a)
Name of Issuer: Golden Heaven Group Holdings Ltd.
(b)
Address of Issuer’s Principal Executive Offices: No. 8 Banhouhaichuan Rd, Xiqin Town, Yanping District, Nanping City, Fujian Province,
China 353001
ITEM
2.
2(a)
Name of Person Filing:
Chen
Xuezheng
Qingyu
Investment Ltd.
2(b)
Address of Principal Business Office, or if None, Residence:
Address
of Chen Xuezheng: Unit 1,9/F,Wo Hing Commercial Building,11 Wing Wo Street, Central, Hong Kong
Business
address of Qingyu Investment Ltd.: Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands
2(c)
Citizenship:
Chen
Xuezheng: China
Qingyu
Investment Ltd.: British Virgin Islands
2(d)
Title of Class of Securities:
Class
A ordinary shares, par value US$0.0001 per share
2(e)
CUSIP Number:
G3959D109
ITEM
3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not
Applicable.
ITEM
4. OWNERSHIP.
The
information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.
CUSIP
No. G3959D109 |
Page
4 of 6 |
ITEM
5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not
applicable.
ITEM
6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not
applicable.
ITEM
7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not
applicable.
ITEM
8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not
applicable.
ITEM
9. NOTICE OF DISSOLUTION OF GROUP.
Not
applicable.
ITEM
10. CERTIFICATIONS.
Not
applicable.
CUSIP
No. G3959D109 |
Page
5 of 6 |
SIGNATURE
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.
Date:
February 13, 2024
|
By: |
/s/
Chen Xuezheng |
|
Name: |
Chen Xuezheng |
|
|
|
|
Qingyu Investment
Ltd. |
|
|
|
By: |
/s/
Chen Xuezheng |
|
Name: |
Chen Xuezheng |
|
Title: |
Sole shareholder |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
CUSIP
No. G3959D109 |
Page
6 of 6 |
LIST
OF EXHIBITS
Exhibit
99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.0001 per share,
of Golden Heaven Group Holdings Ltd., a Cayman Islands company, and that this Agreement may be included as an exhibit to such joint filing.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2024.
|
By: |
/s/
Chen Xuezheng |
|
Name: |
Chen Xuezheng |
|
|
|
|
Qingyu Investment Ltd. |
|
|
|
By: |
/s/ Chen Xuezheng |
|
Name: |
Chen Xuezheng |
|
Title: |
Sole shareholder |
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