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. Leung Tan
|
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
|
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization Hong Kong
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 0
|
| 6. | Shared Voting Power 2,910,000*
| |
| 7. | Sole Dispositive Power 0
| |
| 8. | Shared Dispositive Power 2,910,000*
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,910,000*
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. | Percent of Class Represented by Amount in Row (9) 7.0%**
|
| 12. | Type of Reporting Person IN
|
| * | Represents 2,910,000 Class A ordinary shares held through Hong Kong Greater Power Ventures Limited, which is 100% owned by Leung Tan. |
| ** | 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 Hong Kong Greater Power Ventures Limited
|
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
|
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization Hong Kong
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 0
|
| 6. | Shared Voting Power 2,910,000
| |
| 7. | Sole Dispositive Power 0
| |
| 8. | Shared Dispositive Power 2,910,000
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,910,000
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. | Percent of Class Represented by Amount in Row (9) 7.0%*
|
| 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:
Leung Tan
Hong Kong Greater Power Ventures Limited
2(b) Address of Principal Business Office, or if None, Residence:
Address of Leung Tan: ROOM 1508, BEVERLY HOUSE, 93-107 LOCKHART ROAD, WANCHAI, HONG KONG
Business address of Hong Kong Greater Power Ventures Limited: Room 1508, Beverly house, 93-107 Lockhart Road, Wanchai, Hong Kong
2(c) Citizenship:
Leung Tan: Hong Kong
Hong Kong Greater Power Ventures Limited: Hong Kong
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/ Leung Tan | |
| Name: | Leung Tan | |
| Hong Kong Greater Power Ventures Limited | ||
| By: | /s/ Leung Tan | |
| Name: | Leung Tan | |
| 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 No. | Description | |
| 99.1 | Joint Filing Agreement |
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/ Leung Tan | |
| Name: | Leung Tan | |
| Hong Kong Greater Power Ventures Limited | ||
| By: | /s/ Leung Tan | |
| Name: | Leung Tan | |
| Title: | Sole shareholder | |