---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-070271"
form_type: "8-K"
ticker: "HCIL"
cik: "0001086303"
company_name: "Hongchang International Co., Ltd"
filed_at: "2023-08-23T23:59:59+00:00"
generated_at: "2026-06-11T04:38:11.729706+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

# Heyu Biological to acquire Hongchang BVI in reverse merger; 80.1% control to sellers

## Summary
- Issues 415,582,375 shares (80.1% of post-close total) to acquire Hongchang BVI, which owns Fujian food industrial park.
- Existing business (HP TECHNOLOGY LIMITED and subsidiaries) sold to director Ban Siong Ang for nominal consideration.
- Board and management overhaul: CEO, CFO, and three directors resign; Zengqiang Lin appointed CEO/President; Wendy Li CFO.
- New directors include Zengqiang Lin, Zhenzhu Lin, Stephan Truly Busch, and Xingjia Gao; Ban Siong Ang remains Chairman.
- Transactions closed August 21, 2023; shares issued under Regulation S exemption.

## SEC filing metadata
- accession: 0001213900-23-070271
- form_type: 8-K
- ticker: HCIL
- cik: 0001086303
- company_name: Hongchang International Co., Ltd
- filed_at: 2023-08-23T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 1.01, 3.02, 5.01, 5.02, 2.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1086303/000121390023070271/0001213900-23-070271-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1086303/000121390023070271/ea184015-8k_heyubio.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-070271
- JSON: https://secwatch.observer/filing/0001213900-23-070271.json
- Plain text: https://secwatch.observer/filing/0001213900-23-070271.txt

## Key facts
- M&A Transactions
  Hongchang International Co., Ltd completed a disposition involving Mr. Ban Siong Ang for nominal consideration.
  - Action: disposition
  - Counterparty: Mr. Ban Siong Ang
  - Consideration: nominal consideration
  source text: On August 21 2023, we entered into a share purchase agreement (“Share Purchase Agreement”) with our Director, Mr. Ban Siong Ang as the buyer, to dispose of our existing assets
  evidence_url: https://www.sec.gov/Archives/edgar/data/1086303/000121390023070271/0001213900-23-070271-index.htm
- M&A Transactions
  Hongchang International Co., Ltd completed an acquisition involving Hong Chang Global Investment Holdings Limited for 415,582,375 new shares of our Company’s common stock (closed 2023-08-21).
  - Action: acquisition
  - Counterparty: Hong Chang Global Investment Holdings Limited
  - Consideration: 415,582,375 new shares of our Company’s common stock
  - Closing: 2023-08-21
  source text: will sell and transfer 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to our Company in exchange for an aggregate of 415,582,375 new shares of our Company’s common stock (the “Consideration Shares”), of which 353,322,843 shares will be issued to Zengqiang Investment Limited and 62,259,532 shares will be
  evidence_url: https://www.sec.gov/Archives/edgar/data/1086303/000121390023070271/0001213900-23-070271-index.htm
- Material Agreements
  Hongchang International Co., Ltd entered into Share Exchange Agreement with Hong Chang Global Investment Holdings Limited (Hongchang BVI) and its shareholders, Zengqiang Investment Limited and Hong Jin Investment Limited valued at 415,582,375 new shares of common stock (effective 2023-08-21).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Hong Chang Global Investment Holdings Limited (Hongchang BVI) and its shareholders, Zengqiang Investment Limited and Hong Jin Investment Limited
  - Value: 415,582,375 new shares of common stock
  - Effective: 2023-08-21
  source text: On August 21, 2023, our Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Hong Chang Global Investment Holdings Limited (“Hongchang BVI”), a business company incorporated in the British Virgin Islands (“BVI”), and Hongchang BVI’s shareholders, Zengqiang Investment Limited, a business company incorporated in the BVI, and Hong Jin Investment Limited, a business company incorporated in the BVI (the “Selling Shareholders” and each a “Selling Shareholder”), in relation to the acquisition of Hongchang BVI by our Company (the “Hongchang Acquisition”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1086303/000121390023070271/0001213900-23-070271-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.