(Note: This is NOT an IPO. This is a micro-cap NASDAQ uplisting from the OTC Market, where the company’s stock was traded under the symbol “ZHYBF” and closed on Wednesday, Oct. 26, 2022, at $2.37.)

Zhong Yuan Bio-Technology Holdings Limited is the Cayman Islands-incorporated holding company, which is offering the shares in this public offering. The proposed symbol is “ZYB” for our stock on NASDAQ.

We do business through our sole operating subsidiary, Bao Feng, which conducts business operations in China.

Bao Feng is in the business of nervonic acid research, the development of nervonic acid-based herbal and chemical drugs, and the sale of health supplements containing nervonic acid.

Nervonic acid is a long chain unsaturated omega 9 fatty acid that is an important component in myelin biosynthesis in the central and peripheral nervous system. Myelin insulates nerve cell axons to increase the speed at which information (encoded as an electrical signal) travels from one nerve cell body to another or from a nerve cell to another type of cell in the body. It is thought that nervonic acid may enhance brain function and prevent demyelination of nerve cells, and that, therefore, it may be effective in retaining or improving the health of the brain, for example in preventing or ameliorating attention-deficit hyperactive disorder (“ADHD”) in children, Alzheimer’s disease and mental degradation in the elderly and cerebrovascular disease, as well as promoting normal brain development in premature infants. The role of nervonic acid is also being studied with respect to psychotic illnesses, such as schizophrenia.

Bao Feng extracts the nervonic acid that it uses in its products from the seeds of the Acer truncatum tree, a type of maple tree native to northern China, Mongolia and Korea.

Bao Feng intends to expand its product line by building factories for purification of nervonic acid for medical level product usage.

Bao Feng is in the process of developing early screening kits for brain white matter signal abnormalities, Parkinson’s disease and ischemic strokes. It is in the clinical trial stage. After completion of clinical trials, Bao Feng will apply to the Ministry of Health of the PRC for an innovation Class III product registration certificate and related business operation license in China for the production and sale of domestic disposable medical devices. It intends to distribute its innovation Class III products to major clinics and hospitals through domestic distributors, as well as through direct sales to its partner hospitals and other medical institutions.

**Use of net proceeds from this offering: (i) research and development of an in vitro diagnosis kit for early screening of neurological diseases; (ii) research and development of new drugs for neurological diseases, and (iii) working capital and other general corporate purposes.

**Note: Net loss and revenue are for the fiscal year that ended March 31, 2023.

(Note: Zhong-Yuan Bio-Technology Holdings Ltd. slightly increased the size of its micro-cap public offering/NASDAQ uplisting to 1.1 million shares – up from 1.0 million shares – and the assumed offering price is $5.00 – to raise $5.5 million, according to an F-1/A filing. The price range is $5.00 to $7.00, according to an F-1/A filing dated March 26, 2024.  EF Hutton is the lead book-runner with joint book-runners Revere Securities, R.F. Lafferty & Co. and Dominari Securities.)

(Background: Zhong-Yuan Bio-Technology Holdings cut the size of its micro public offering/NASDAQ uplisting to 1.0 million shares – down from 1.5 million shares – and increased the price range to $5.00 to $7.00 – up from $4.00 to $6.00 – to raise $6.0 million, according to an F-1/A filing dated Aug. 22, 2023.)

(Background Note: Zhong-Yuan Bio-Technology Holdings; stock trades under the symbol “ZHYBF” on the OTC market. In an F-1/A filing dated March 1, 2023, the company said it intends to offer 1.5 million ordinary shares at $5.00 – the  mid-point of its $4.00-to-$6.00 price range – to raise $7.5 million. A selling stockholder will offer 500,000 shares. The company will not receive any proceeds from the sale of the selling stockholder’s shares. *Note: On July 24, 2020, the company completed a 1-for-10 reverse stock split.) 

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