* 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 disclosures provided in a prior cover page.
The information required on 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. G0393E107 |
13D/A |
Page 2 of 5 Pages |
1. |
NAME OF REPORTING PERSON
CRS Holdings Inc. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS
WC |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION:
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
21,702 shares of Class A Ordinary Shares (1) (2)
2,173,900 shares of Class B Ordinary Shares (1) (2) |
9. |
SOLE DISPOSITIVE POWER
0 |
10. |
SHARED DISPOSITIVE POWER
21,702 shares of Class A Ordinary Shares (1)
2,173,900 shares of Class B Ordinary Shares (1) |
|
|
|
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,702 shares of Class A Ordinary Shares (1) (2)
2,173,900 shares of Class B Ordinary Shares (1) (2) |
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.06% of Class A Ordinary Shares (3)
78.39% of Class B Ordinary Shares (3) |
14. |
TYPE OF REPORTING PERSON
CO |
(1) Each share of Class A Ordinary Shares is entitled to
one vote per share, whereas each share of Class B Ordinary Share is entitled to ten (10) votes per share.
(2) CRS Holdings Inc. is owned by Chris Chang Yu and holds 2,173,900
Class B ordinary shares and 6,702 Class A ordinary shares. 150,000 Class A ordinary shares may be issuable upon exercise
of options held by the spouse of Chris Chang Yu. Chris Chang Yu is deemed to hold shared voting and dispositive power over shares held
by CRS Holdings Inc. and the options held by the spouse of him.
(3) The calculations in the table above are based on 39,260,345
ordinary shares (including 36,487,245 Class A ordinary shares and 2,773,100 Class B ordinary shares) outstanding as of June 20,
2022, and takes into consideration the 150,000 options held by the spouse of Chris Change Yu.
CUSIP Number: G0393E 107
1 |
NAME OF REPORTING PERSON
Chris Chang Yu |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
21,702 shares of Class A Ordinary Shares (1) (2)
2,173,900 shares of Class B Ordinary Shares (1) (2) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
21,702 shares of Class A Ordinary Shares (1)
2,173,900 shares of Class B Ordinary Shares (1) |
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,702 shares of Class A Ordinary Shares (1) (2)
2,173,900 shares of Class B Ordinary Shares (1) (2) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06% of Class A Ordinary Shares (3)
78.39% of Class B Ordinary Shares (3) |
14 |
TYPE OF REPORTING PERSON
CO |
(1)
Each share of Class A Ordinary Shares is entitled to one vote per share, whereas each share of Class B Ordinary Share is entitled
to ten (10) votes per share.
(2) CRS Holdings Inc. is owned by Chris Chang Yu and holds 2,173,900 Class B ordinary shares and 6,702 Class A ordinary shares. 15,000 Class A ordinary shares may be issuable upon exercise of options held by the spouse of Chris Chang Yu. Chris Chang Yu is deemed to hold shared voting and dispositive power over shares held by CRS Holdings Inc. and the options held by the spouse of him.
(3) The calculations in the table above are based on 39,260,345 ordinary shares (including 36,487,245 Class A ordinary shares and 2,773,100 Class B ordinary shares) outstanding as of June 20, 2022, and takes into consideration the 15,000 options held by the spouse of Chris Change Yu.
| Item 1. | Security and Issuer. |
This Schedule 13D relates to Class A ordinary share and Class B
ordinary share, par value $0.01 per ordinary share of AnPac Bio-Medical Science Co., Ltd., a British Virgin Islands exempted company
whose principal executive office is located at 801 Bixing Street, Bihu County Lishui, Zhejiang Province 323006, People’s Republic
of China.
| Item 2. | Identity and Background. |
(a) This
Schedule 13D is filed by CRS Holdings Inc, which is controlled and owned by the Issuer’s CEO and Chairman Chris Chang Yu.
(b) CRS’s
office is located at 801 Bixing Street, Bihu County Lishui, Zhejiang Province 323006, People’s Republic of China.
(c) Mr. Chang
Yu is the owner of CRS Holdings Inc, and Mr. Chang Yu’s business address is 801 Bixing Street, Bihu County Lishui, Zhejiang
Province 323006, People’s Republic of China.
(d) The
Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The
Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(f) Chris
Chang Yu is a citizen of United States of America (USA).
| Item 3. | Source and Amount of Funds or Other Consideration. |
Chris Chang Yu owns no shares directly but Chris Chang Yu may be deemed
to own (within the meaning of Rule 13(d)(3) of the Securities Exchange Act of 1934) shares beneficially held by CRS Holdings
Inca and options held by the spouse of him. Chris Chang Yu received most of the shares as consideration for services rendered as founder,
a portion of the shares as cash investment, and a portion of the shares as debt offset. Shares were also acquired through private sale.
| Item 4. | Purpose of the Transaction. |
Mr. Yu and CRS Holdings Inc acquired most of the shares as consideration
for services rendered as founder and investment positions in the Issuer, as well as the debt offset. The transaction that triggers the
filing of the amendment is an part of a share purchase transaction in which the Reporting Person transfer Class A shares of the Issuer
in exchange for shares for another company.
Except as provided herein, the Reporting Person does not have any current
plans or proposals that would be related to or would result in any of the matters described in Items (a) through (j) of Item
4 of Schedule 13D; provided, however, that as part of his ongoing evaluation of his investment in the Issuer and investment alternatives,
the Reporting Person may consider such matters in the future and, subject to applicable law or other restrictions, may formulate other
purposes, plans or proposals regarding the Issuer or the common stock that may be deemed to be beneficially owned by the Reporting Person,
or take any other actions that could involve one or more of the types of transactions or have one or more of the results described in
clauses (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate number and
percentage of shares of the Issuer’s ordinary shares to which this Schedule 13D relates is (i) 2,173,900 Class B ordinary
shares and 6,702 Class A ordinary shares held by CRS Holdings Inc., which is owned and controlled by Chris Chang Yu and (ii) 150,000
Class A ordinary shares issuable upon exercise of options held by the spouse of Chris Chang Yu. The Reporting Person holds approximately
0.06% and 78.39% of the Issuer’s outstanding Class A and Class B ordinary shares, respectively.
(b) The Reporting Person
holds sole power to dispose of the Shares.
(c) Other than the transaction
described herein there has been no other transactions concerning the ordinary shares of the Issuer effected during the past sixty (60)
days.
(d) No other person
is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the
sale of, such securities.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer. |
The information set forth in Item 4 of this Schedule 13D is hereby
incorporated by reference into this Item 6, as applicable.
Other than the foregoing agreements and arrangements, there are no
contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect
to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
| Item 7. | Material to be Filed as Exhibits. |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 29, 2022
|
CRS Holdings Inc. |
|
|
|
By: |
/s/ Chris Chang Yu |
|
|
Chris Chang Yu |
|
|
|
Chris Chang Yu |
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|
|
By: |
/s/ Chris Chang Yu |
|
|
Chris Chang Yu |