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June 23, 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. 7 to Form F-1
Filed May 19, 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, filed May 19, 2022
Summary, page 4
1.We note your response to comment 1 from our most recent letter.  We reissue the
comment in part.  With respect to you, the issuer, where you state you are not required to
obtain permissions to operate or offer your ordinary shares to foreign investors, please
expand to disclose the consequences to you 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.  This disclosure should be provided within the summary section of
the prospectus and be substantially similar in nature to the disclosure you have provided in
the risk factor on page 22.

 FirstName LastNameTing Ting Chang
 Comapany NameZhong Yuan Bio-Technology Holdings Ltd
 June 23, 2022 Page 2
 FirstName LastName
Ting Ting Chang
Zhong Yuan Bio-Technology Holdings Ltd
June 23, 2022
Page 2
            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 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction