SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No.: 1)*

Rockley Photonics Holdings Limited

(Name of Issuer)

Ordinary Shares, $0.000004026575398 par value per share

(Title of Class of Securities)

G7614L 109

(CUSIP Number)

December 31, 2021

(Date of Event which Requires Filing of 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 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).

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CUSIP No. G7614L 109
1	NAMES OF REPORTING PERSONS: Hengtong Optic-Electric International Co. Limited
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 China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER	6,949,317
		6	SHARED VOTING POWER	0
		7	SOLE DISPOSITIVE POWER	6,949,317
		8	SHARED DISPOSITIVE POWER	0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,949,317
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4%1
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

1Calculations of the percentage of Ordinary Shares beneficially owned assumes 127,860,639 Ordinary Shares outstanding as of December 31, 2021.

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Item 1

(a) Name of Issuer:

Rockley Photonics Holdings Limited

(b) Address of Issuer’s Principal Executive Offices:

3rd Floor, 1 Ashley Road

Altrincham, Cheshire WA14 2DT

United Kingdom

Item 2

(a) Name of Persons Filing:

Hengtong Optic-Electric International Co. Limited

(b) Address of Principal Business Office or, if none, Residence:

c/o Rockley Photonics Holdings Limited

3rd Floor, 1 Ashley Road

Altrincham, Cheshire WA14 2DT

United Kingdom

Hengtong Optic-Electric International Co. Limited is incorporated in China.

(d) Title of Class of Securities:

This Schedule 13G report relates to the Ordinary Shares, $0.000004026575398 par value per share (the “Ordinary Shares”), of Rockley Photonics Holdings Limited.

(e) CUSIP Number: G7614L 109

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.Ownership

Unless otherwise noted, the following information is as of December 31, 2021:

(a) Amount beneficially owned:


Hengtong Optic-Electric International Co. Limited			6,949,317

(b) Percent of Class:1

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Hengtong Optic-Electric International Co. Limited			5.4%

(i) Sole power to vote or to direct the vote:


Hengtong Optic-Electric International Co. Limited			6,949,317

(ii) Shared power to vote or to direct the vote:


Hengtong Optic-Electric International Co. Limited			0

(iii) Sole power to dispose or to direct the disposition of:


Hengtong Optic-Electric International Co. Limited			6,949,317

(iv) Shared power to dispose or to direct the disposition of:


Hengtong Optic-Electric International Co. Limited			0

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.

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 or Control Person

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.Certification

Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.



			Hengtong Optic-Electric International Co. Limited
Dated: February 14, 2022			/s/ Lawrence Lau
			Director

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Hengtong Optic-Electric International Co. Ltd SC 13G/A