Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Golden Heaven Group Holdings Ltd. (Name of Issuer) |
Class A ordinary shares, par value US$0.005 per share (Title of Class of Securities) |
G3959D125 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G3959D125 |
| 1 | Names of Reporting Persons
SOH Wei Guan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MALAYSIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,940,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
15.91 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: * Represents (i) 2,940,000 Class A ordinary shares held through HENG YANG INVESTMENT MANAGEMENT CO PTE. LTD., and (ii) 3,000,000 Class A ordinary shares issuable to HENG YANG INVESTMENT MANAGEMENT CO PTE. LTD. upon exercise of warrants within 60 days after December 31, 2024. HENG YANG INVESTMENT MANAGEMENT CO PTE. LTD. is 100% owned by SOH Wei Guan.** The percentage is calculated based on 34,323,604 Class A ordinary shares of the issuer, issued and outstanding as of December 31, 2024. In computing the percentage ownership of the reporting persons, we have included shares that the reporting persons have the right to acquire within 60 days after December 31, 2024, including through the exercise of any option, warrant or other right or the conversion of any other security.
SCHEDULE 13G
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| CUSIP No. | G3959D125 |
| 1 | Names of Reporting Persons
HENG YANG INVESTMENT MANAGEMENT CO PTE. LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,940,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.91 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: * Represents (i) 2,940,000 Class A ordinary shares held by HENG YANG INVESTMENT MANAGEMENT CO PTE. LTD., and (ii) 3,000,000 Class A ordinary shares issuable to HENG YANG INVESTMENT MANAGEMENT CO PTE. LTD. upon exercise of warrants within 60 days after December 31, 2024.** The percentage is calculated based on 34,323,604 Class A ordinary shares of the issuer, issued and outstanding as of December 31, 2024. In computing the percentage ownership of the reporting persons, we have included shares that the reporting persons have the right to acquire within 60 days after December 31, 2024, including through the exercise of any option, warrant or other right or the conversion of any other security.
SCHEDULE 13G
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| 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. | ||
| (a) | Name of person filing:
SOH Wei GuanHENG YANG INVESTMENT MANAGEMENT CO PTE. LTD. | |
| (b) | Address or principal business office or, if none, residence:
Address of SOH Wei Guan: 105 Cecil Street, #18-20, The Octagon, Singapore 069534Business address of HENG YANG INVESTMENT MANAGEMENT CO PTE. LTD.: 2 Venture Drive, # 14-01, Vision Exchange 608526, Singapore. | |
| (c) | Citizenship:
SOH Wei Guan: MalaysiaHENG YANG INVESTMENT MANAGEMENT CO PTE. LTD.: Singapore | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.005 per share | |
| (e) | CUSIP No.:
G3959D125 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
SOH Wei Guan: 5,940,000HENG YANG INVESTMENT MANAGEMENT CO PTE. LTD.: 5,940,000 | |
| (b) | Percent of class:
SOH Wei Guan: 15.91%HENG YANG INVESTMENT MANAGEMENT CO PTE. LTD.: 15.91% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
SOH Wei Guan: 5,940,000HENG YANG INVESTMENT MANAGEMENT CO PTE. LTD.: 5,940,000 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
SOH Wei Guan: 5,940,000HENG YANG INVESTMENT MANAGEMENT CO PTE. LTD.: 5,940,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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LIST OF EXHIBITSExhibit No. Description99.1 Joint Filing Agreement |