Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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Item 1.

(a)

Name of Issuer

         Zindart Limited

(b)

Address of Issuer's Principal Executive Offices

Flats C & D, 25th Floor, Block 1, Tai Ping Industrial Centre
57 Ting Kok Road, Tai Po, New Territories, Hong Kong PRC

Item 2.

(a)

Name of Person Filing

ChinaVest IV, L.P.
ChinaVest Partners IV

(b)

Address of Principal Business Office or, if none, Residence

ChinaVest IV, L.P., c/o The Prentice Hall Corporation Systems, Inc., 32 Lookerman Square, Suite L-100, Dover, Delaware 19901
ChinaVest Partners IV, c/o 19/F Dina House, 11 Duddell Street, Central, Hong Kong

(c)

Citizenship

ChinaVest IV, L.P. - Delaware
ChinaVest Partners IV - Delaware

(d)

Title of Class of Securities

American Depositary Shares

(e)

CUSIP Number

989597109

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[    ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[    ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[    ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[    ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

[    ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[    ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[    ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[    ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[    ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[    ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

(a)

Amount beneficially owned:

         1,839,384

(b)

Percent of class:

         20.8

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

         1,755,104

(ii)

Shared power to vote or to direct the vote

         84,280

(iii)

Sole power to dispose or to direct the disposition of

         1,755,104

(iv)

Shared power to dispose or to direct the disposition of

         84,280

Item 5.

Ownership of Five Percent or Less of a Class

          If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].

Instruction: Dissolution of a group requires a response to this item.

         

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

                  N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

                  N/A

Item 8.

Identification and Classification of Members of the Group

                  This Schedule 13G is being filed by ChinaVest Partners IV, a Delaware general partnership and ChinaVest IV, L.P., a Delaware limited partnership. ChinaVest Partners IV is the general partner of ChinaVest IV, L.P., the beneficial owner of 1,839,384 American Depositary Shares of the Issuer ("Shares") covered by this statement. ChinaVest IV, L.P. is one of three affiliated venture capital Funds. ChinaVest Partners IV is also the general partner of one such other Fund, ChinaVest IV-A, L.P., a Delaware limited partnership. An affiliate of ChinaVest Partners IV, ChinaVest Management Limited, a Bermuda corporation, is the general partner of the third venture Fund, ChinaVest IV-B, L.P., a Bermuda limited partnership. ChinaVest IV-A, L.P. disposed of all of its shares of the Issuer by distribution to its limited partners in December 2004.
         
         ChinaVest Partners IV is filing this Schedule by reason of its power to vote and dispose of the shares of the Issuer legally and beneficially owned by ChinaVest IV, L.P. ChinaVest IV, L.P. is filing this Schedule by reason of its ownership of 1,755,104 Shares, or 19.9% of its outstanding securities. ChinaVest IV-B, L.P. owns 0.95% (84,280 Shares) of the Issuer's outstanding securities. However, because ChinaVest Partners IV is the general partner of each of ChinaVest IV, L.P. and ChinaVest IV-A, L.P., and because an affiliate of ChinaVest Partners IV is the general partner of ChinaVest IV-B, L.P., the shares of the Issuer legally owned by ChinaVest IV-B, L.P. are reported in this Schedule 13G as being beneficially owned by ChinaVest Partners IV and ChinaVest IV, L.P.
         
         ChinaVest IV, L.P., ChinaVest IV-A, L.P. and ChinaVest IV-B, L.P. acquired their direct ownership interest in the Issuer by the liquidation in September 2003 of HYP Holdings Limited (as to 278,383 Shares or 3.1% of the outstanding Shares) and December 2003 of ZIC Holdings Limited (as to 1,808,869 or 20.5% of the outstanding Shares) and the distribution of their respective assets consisting of Shares.
         
         Prior to the liquidations of HYP Holdings Limited and ZIC Holdings Limited, ChinaVest IV, L.P., ChinaVest IV-A, L.P. and ChinaVest IV-B, L.P. had been indirect beneficial owners of Zindart through HYP Holdings Limited and ZIC Holdings Limited, existing shareholders of the Issuer at the time the Issuer became obligated to file reports under the Exchange Act of 1934.

Item 9.

Notice of Dissolution of Group

Item 10.

Certification

        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.

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