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May 5, 2022
Ting Ting Chang
Chief Executive Officer
Zhong Yuan Bio-Technology Holdings Ltd
28 Queen's Road East
Tesbury Centre, Suite 901
Wanchai, Hong Kong
Re:Zhong Yuan Bio-Technology Holdings Ltd
Post-Effective Amendment No. 6 to Form F-1
Filed April 22, 2022
File No. 333-235983
Dear Mr. Chang:
            We have reviewed your post-effective amendment and have the following comment.  In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Post-Effective Amendment to Registration Statement on Form F-1
Summary, page 4
1.We note your response to comment 2.  On pages 6 and 13, you disclose that your
"Operating Subsidiaries" have received all necessary governmental approvals and licenses
for operations in the PRC.  On pages 7 and 21, you state that you are not required to
obtain permissions from any PRC authorities to operate.  If you are referring to the issuer
entity on pages 7 and 21, please revise to clarify your statements as to which entities you
are discussing.  Please also ensure you have disclosed whether Zhong Yuan Bio-
Technology (Hong Kong) Limited is covered by permissions requirements and state
affirmatively whether it has received all requisite permissions or approvals and whether
any permissions or approvals have been denied.  Finally, with respect to all entities about

 FirstName LastNameTing Ting Chang
 Comapany NameZhong Yuan Bio-Technology Holdings Ltd
 May 5, 2022 Page 2
 FirstName LastName
Ting Ting Chang
Zhong Yuan Bio-Technology Holdings Ltd
May 5, 2022
Page 2
which you state are not required to obtain permissions to operate or offer your ordinary
shares to foreign investors, please expand to disclose the basis for that determination, as
well as the consequences to  those entities and to your offering if you: (i) inadvertently
conclude that such permissions or approvals are not required, or (ii) applicable laws,
regulations, or interpretations change and you are required to obtain such permissions or
approvals in the future.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Austin Wood at (202) 551-5586 or Mary Beth Breslin at 202-551-3625
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Celia Velletri