Bitmis (BIMT) 8-K/AEntry into a Material Definitive Agreement

Exhibit 10.5

股权处置协议

Equity Disposal Agreement

本股权处置协议(下称“本协议”)由下列各方(下称“协议各方”)于2022年 11月27日在中国盘锦市签订:

This equity disposal agreement (hereinafter referred to as “this Agreement”) is signed by and between the following parties (hereinafter referred to as “the parties”) in Panjin, China on November 27,2022 

甲方:  佰迦康（辽宁）健康信息咨询服务有限公司（“佰迦康辽宁”）

Party A:Baijiakang (Liaoning) Health Information Consulting Service Co., Ltd.(“Baijiakang Liaoning ”)

地址: 辽宁省盘锦市兴隆台区赵家1-17-1号

Address: 1-17-1 Zhaojia Road, Xinglongtai District , Panjin City, Liaoning Province

乙方:

Party B:

 孙秀芝，身份证号：211321195609273844

Sun Xiu Zhi , ID No.：211321195609273844

地址: 辽宁省盘锦市兴隆台区创新街商东社区鹤翔路53-2-2-201

Address:53-2-2-201, Hexiang Road, Shangdong Community, Xininnovation Street, Xinglongtai District, Panjin City, Liaoning Province

李静，身份证号：210711197902204028

Li Jing , ID No.：210711197902204028

地址:辽宁省盘锦市兴隆台区振兴街设计院社区56-2-301

Address: 56-2-301, Zhenxing Street Design Institute Community, Xinglongtai District, Panjin City, Liaoning Province

李莹，身份证号：21092119811107216X

Li Ying , ID No.21092119811107216X

地址:辽宁省阜新蒙古族自治县卧凤沟乡七家子村七家子南地44号

Address:No. 44 Qizi Nandi, Qizi Village, Wufenggou Township, Fuxin Mongolian Autonomous County, Liaoning Province

苑晓燕，身份证号：130634198811023583

Yuan Xiao Yan , ID No.：130634198811023583

地址:河北省保定市曲阳县灵山镇横河口村39号

Address:39 Henghekou Village, Lingshan Town, Quyang County, Baoding City, Hebei Province

李杰，身份证号：370686200104227924

Li Jie, ID No.：370686200104227924

地址:山东省栖霞市寺口镇邴家岭村75号

Address:No.75, Bing Jialing Village, Sikou Town, Qixia City, Shandong Province

孙天柱，身份证号：150426198704251559

Sun Tian Zhu, ID No.：150426198704251559

地址:内蒙古赤峰市翁牛特旗亿合公镇四方地村大营子村民组

Address:Dayingzi Village Group, Sifang Di Village, Renhegong Town, Wengniute Banner, Chifeng City, Inner Mongolia

丙方: 辽宁康拜尔生物科技开发有限公司( “康拜尔生物”)

Party C:Liaoning Kangbaier Biotechnology Development Co., Ltd. ( “Kangbaier Biotechnology”)

地址: 辽宁省盘锦市兴隆台区赵家1-17-1号

Address: 1-17-1 Zhaojia Road, Xinglongtai District , Panjin City, Liaoning Province

鉴于:

As

Party A is a foreign-invested enterprise registered and existing in the people’s Republic of China;

Party C is a limited liability company incorporated in China

Party B is the shareholder of Kangbaier Biotechnology (collectively referred to as the “authorized party”), of which Sun Xiuzhi hold 85.964% equity，Li Jing hold 6% equity, Li Ying hold 3% equity,Yuan Xiaoyan hold 3.5 equity,Li Jie hold 1.5 equity, and Sun Tianzhu hold 0.036% equity

Party A and Party B have signed the equity pledge agreement, under which Party B guarantees Kangbaier Biotechnology to perform its obligations under the exclusive consultation and service agreement signed with Party A. In order to ensure the security of the mortgage, and in consideration of the technical support provided by Party A to Kangbaier Biotechnology and the good cooperative relationship between the parties, the parties have reached the following agreement.

本协议各方同意, 自本协议生效之日起, 除非已向甲方披露并经甲方事先明确书面许可, 甲方拥有排他性的选择权, 依照本协议约定, 以行权时中华人民共和国法律法规所允许的最低价格由甲方或其指定的第三方随时购买授权方在康拜尔生物中所持有的全部或部分股权的选择权。乙方同意，作为丙方的股东，在乙方所持有的丙方股权转让给甲方之前，如果乙方从丙方合法获得了股息、红利或剩余财产，则在遵守中国法律的前提下并在缴纳中国法律所要求的税费之后，乙方应在取得该等所得后立即将全部所得支付给甲方。

The parties to this agreement agree that, from the effective date of this agreement, unless it has been disclosed to Party A and with the prior explicit written permission of Party A, Party A shall have the exclusive right of choice, in accordance with the provisions of this agreement, Party A or the third party designated by Party A shall at any time purchase all or part of the equity held by the authorized party in Kangbaier Biotechnology at the lowest price permitted by the laws and regulations of the people’s Republic of China at the time of exercise. Party B agrees that, as a shareholder of Party C, if Party B legally obtains dividends, dividends or surplus property from Party C before the equity of Party C held by Party B is transferred to Party A, Party B shall, on the premise of complying with Chinese laws and after paying taxes required by Chinese laws, immediately pay all such income to Party A

本协议各方同意, 自本协议生效之日起, 除非已向甲方披露并经甲方事先明确书面许可, 甲方拥有排他性的选择权, 依照本协议约定,以行权时中华人民共和国法律法规所允许的最低价格由甲方或其指定的第三方随时购买康拜尔生物中所持有的全部或部分资产的选择权。

本协议经各方签署并生效后即授予甲方上述选择权, 并且该授权一经授予即在本协议有效期限(包括根据下文第1.2条的任何延长期)内不可撤销或变更。

The parties to this agreement agree that, from the effective date of this agreement, unless it has been disclosed to Party A and with the prior written permission of Party A, Party A has the exclusive option to purchase all or part of the assets held by Kangbaier Biotechnology at any time by Party A or its designated third party at the lowest price permitted by the laws and regulations of the people’s Republic of China at the time of exercise.

Party A shall be granted the above option after this agreement is signed and effective by all parties, and the authorization shall be irrevocably or changed during the term of this Agreement (including any extension period according to Article 1.2 below).

本协议由协议各方于文首标明的日期签署并生效。本协议有效期限为十年, 自本协议生效之日起起算。本协议期满前, 若甲方提出要求, 则各方应根据甲方的要求延长本协议的期限, 并依甲方要求另行签署股权处置协议或继续履行本协议。

This agreement is signed and effective by the parties on the date first above written. This Agreement shall be valid for ten years from the effective date of this agreement. Before the expiration of this agreement, if Party A requests, all parties shall extend the term of this agreement according to Party A’s request, and sign another equity disposal agreement or continue to perform this agreement according to Party A’s request.

The authorized party agrees that, subject to the laws and regulations of the people’s Republic of China, Party A may exercise part or all of the options under this agreement at any time after this agreement is signed and takes effect.

The authorized party agrees that there is no limit on the number of times party A exercises its rights, unless it has acquired and held all the equity and assets of Kangbaier Biotechnology.

The authorized party agrees that Party A may appoint a third party as its representative to exercise the right of choice, but Party A shall notify the authorized party in writing in advance when exercising the right

授权方一致同意, 在甲方行权时授权方因此获得的全部行权价款无偿赠送给康拜尔生物, 或者以甲方书面同意的其他方式来实现该等行权价款从授权方到康拜尔生物的转移。

The authorized party agrees that when Party A exercises the right, all the exercise price obtained by the authorized party shall be presented toKangbaier Biotechnology free of charge, or the transfer of the exercise price from the authorized party to Kangbaier Biotechnology shall be realized by other ways agreed by Party A in writing.

授权方一致同意, 本协议项下之选择权可部分或全部地由甲方转让给第三方, 该等转让无需再事先取得授权方的同意, 该第三方应当视为本协议的一方签约人按本协议之条件行使选择权, 并承担甲方在本协议项下的权利和义务。

The authorized party agrees that the option under this agreement can be transferred in part or in whole by Party A to a third party without prior consent of the authorized party. The third party shall be regarded as a party to this agreement, and the Contractor shall exercise the option according to the conditions of this Agreement and undertake the rights and obligations of Party A under this agreement.

若甲方行权, 应于交割日(定义见下文)十个工作日前以书面方式通知授权方, 通知应具体载明如下条款:

If Party A exercises the right, it shall notify the authorized party in writing ten working days prior the delivery date (as defined below), and the notice shall specify the following terms:

The effective delivery date of the equity or assets after the exercise of the option (hereinafter referred to as the “delivery date”);

The name of the holder of the equity or assets that should be registered after the exercise of the option;

The number and proportion of shares purchased from the authorized person, or the details and quantity of assets

Exercise price and payment method;

Power of attorney (if the third party designated by Party A exercises the power on behalf of Party A).

协议各方同意, 甲方可随时指定第三方并以该第三方的名义行使选择权、登记股权或资产。

The parties agree that Party A may at any time appoint a third party to exercise the right of option, register the equity or assets in the name of such third party.

甲方每次行使选择权时, 在收到甲方依据本协议第2.4条发出的行权通知之日起十个工作日内:

Each time Party A exercises the option, within 10 working days from the date of receiving the exercise notice issued by Party A in accordance with Article 2.4 of this Agreement

The authorized party shall instruct Kangbaier Biotechnology to hold a shareholders’ meeting in time. At the meeting, the resolution of shareholders’ meeting approving the authorized party to transfer the equity to Party A and / or the third party designated by it shall be passed;

The authorized party shall sign a transfer agreement with Party A (or, if applicable, the third party designated by it) which is consistent in substance with the equity transfer agreement listed in Annex 1 of this agreement;

Party B shall sign all other required contracts, agreements or documents, obtain all required government approval and consent, and take all necessary actions to transfer the effective ownership of the Purchased Equity to Party A and / or its designated third party without any security interest, Party A and (or) the third party designated by Party A shall become the registered owner of the Purchased Equity, and submit to Party A or the third party designated by Party A the latest business license, articles of association and other relevant documents issued or registered by relevant Chinese authorities. Such documents shall reflect the changes of equity, directors and legal representatives of Kangbaier Biotechnology.

甲方每次行使选择权时, 在收到甲方依据本协议第2.4条发出的行权通知之日起十个工作日内:

Each time Party A exercises the option, within 10 working days from the date of receiving the exercise notice issued by Party A in accordance with Article 2.4 of this Agreement:

Kangbaier Biotechnology shall timely hold (Executive) board meeting or shareholders’ meeting in accordance with its articles of association. At the meeting, King Eagle Tianjin shall pass a resolution approving the transfer of assets to Party A and / or the third party designated by Kangbaier Biotechnology

Kangbaier Biotechnology shall sign the transfer agreement with Party A (or the third party designated by it if applicable) for the transfer of relevant assets;

Kangbaier Biotechnology shall sign all other required contracts, agreements or documents, obtain all required government approval and consent, and take all necessary actions to transfer the effective ownership of the purchased assets to Party A and / or its designated third party without any security interest, And make Party A and / or the third party designated by Party A become the registered purchaser of the purchased assets (if applicable)

The authorized party represents and warrants as follows:

Have complete right and authorization to sign and perform this Agreement;

The performance of this Agreement and the obligations under this Agreement does not violate the binding laws, regulations and other agreements, and does not require the approval or authorization of government departments;

There is no litigation, arbitration or other judicial or administrative proceedings pending or likely to substantially affect the performance of this Agreement;

It has disclosed to Party A all situations that may adversely affect the performance of this Agreement;

It has not been declared bankrupt and its financial position is sound

The equity of Kangbaier Biotechnology is free from any pledge, guarantee, liability and other third party’s rights and liabilities, and is free from recourse by the third party, except for the equity pledge agreement signed by Party A and Party B

It will not set any pledge, liabilities and other third party’s rights and burdens on its equity of Kangbaier Biotechnology, and will not dispose of its equity to Party A or other persons other than the third party designated by Party A by means of transfer, gift, pledge or any other means

The right of choice granted to Party A shall be exclusive, and the authorized party shall not grant the right of choice or similar rights to any person other than Party A or its designated third party in any other way

During the term of this agreement, the business of Kangbaier Biotechnology complies with the laws, regulations, regulations and other management regulations and guidelines issued by the competent government departments, and there is no violation of any of the above regulations, which will have a significant adverse impact on the business or assets of the company;

Maintain the existence of Kangbaier Biotechnology in accordance with good financial and commercial standards and practices. Prudently and effectively conduct its business and conduct its affairs, and use its best efforts to ensure that Kangbaier Biotechnology continues to operate with the necessary permits, licenses and approvals, and that such permits, licenses and approvals will not be cancelled, withdrawn or declared invalid;

At the request of Party A, provide all the operation and financial information of Kangbaier Biotechnology

Before Party A (or the third party designated by Party A) exercises the right of option and obtains all equity or assets of Kangbaier Biotechnology, Kangbaier Biotechnology shall not do any of the following unless it obtains the written consent of Party A (or the third party designated by Party A)

Sell, transfer, mortgage or otherwise dispose of any asset, business or income, or allow to set up any other security interest on it (except those arising in the normal or ordinary course of business or disclosed to Party A with Party A’s prior explicit written consent); and;

Enter into a transaction that will materially and adversely affect its assets, liabilities, operations, equity and other legitimate rights (except those arising in the course of normal or daily business or disclosed to Party A with Party A’s prior explicit written consent);

To distribute dividends and bonus to shareholders in any form;

Incurs, inherits, guarantees or permits the existence of any debt, but (I) arises in the normal or ordinary course of business and not by way of borrowing money（ II) except for debts that have been disclosed to Party A and have been expressly agreed in writing by Party A in advance;

Enter into any material contract, except in the normal course of business (for the purposes of this paragraph, if the value of a contract exceeds RMB 1 million, it shall be regarded as a material contract);

To increase or decrease the registered capital of Kangbaier Biotechnology through the resolution of the shareholders’ meeting, or to change the structure of the registered capital separately;

Supplement, change or modify the articles of association of Kangbaier Biotechnology in any form

To merge or associate with any person, or to acquire or invest in any person

Before Party A (or the third party designated by Party A) exercises the right of option to acquire all equity or assets of Kangbaier Biotechnology, Party B shall not jointly or unilaterally carry out the following acts unless Party A (or the third party designated by Party A) expressly agrees in writing:

Supplement, change or modify the articles of association of Kangbaier Biotechnology in any form, and such supplement, change or modification will substantially and adversely affect the assets, liabilities, operation, equity and other legal rights of Kangbaier Biotechnology (except for the case of capital increase in the same proportion to meet the legal requirements), or may affect this Agreement and Party A, Party B and Effective performance of other agreements signed by Kangbaier Biotechnology; 

Urge Kangbaier Biotechnology to enter into a transaction that will substantially and adversely affect Kangbaier Biotechnology’s assets, liabilities, operations, equity and other legal rights (except those arising in the normal or daily business process or which have been disclosed to Party A and obtained Party A’s explicit written consent in advance); and;

To urge the shareholders’ meeting of Kangbaier Biotechnology to pass the resolution of dividend distribution;

Sell, transfer, mortgage or otherwise dispose of the legal or beneficial interest of any equity of Kangbaier Biotechnology at any time since the effective date of this contract, or allow to set any other security interest on it;

Urge the board of shareholders of Kangbaier Biotechnology to approve the sale, transfer, mortgage or other disposal of the legal or beneficial interests of any equity, or allow the establishment of any other security interests on it;

Urge the board of shareholders of Kangbaier Biotechnology to approve the merger or association of Kangbaier Biotechnology with any person, or the acquisition or investment of any person, or any other form of restructuring;

Self-Liquidating, liquidation or dissolution of Kangbaier Biotechnology

Before Party A (or its designated third party) exercises the right of option to acquire all equity or assets of Kangbaier Biotechnology, Party B undertakes that:

Immediately notify Party A in writing of any litigation, arbitration or administrative proceedings that have occurred or may occur with respect to the equity owned by Party A, or any circumstance that may have any adverse effect on such equity;

Urge the shareholders’ meeting of Kangbaier Biotechnology to examine and approve the transfer of the Purchased Equity specified in this agreement, urge Kangbaier Biotechnology to amend its articles of association to reflect the transfer of equity from Party B to Party A and / or its designated third party, and other changes described in this agreement, and immediately apply to the competent authorities in China for approval (if such approval is required by law) and change registration, Urge Kangbaier Biotechnology to approve the appointment of Party A and / or the third party designated by Party A as the new director and new legal representative through the resolution of the shareholders’ meeting;

In order to maintain its legal and effective ownership of the equity, sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or make all necessary and appropriate defenses against all claims

Upon Party A’s request at any time, Party A shall transfer its equity unconditionally and immediately to the third party designated by Party A at any time, and give up its preemptive right to another existing shareholder for the above equity transfer;

Strictly abide by the provisions of this contract and other contracts jointly or separately signed by Party B and Party A, earnestly perform the obligations under such contracts, and do not do any act / omission that may affect the validity and enforceability of such contracts.

授权方向甲方承诺, 授权方承担因股权转让所产生的所有费用, 并办理甲方和(或)其指定的第三方成为康拜尔生物股东之所有必须的手续。手续包括但不限于协助甲方取得政府部门对股权转让相关的必要批准, 向相关的工商管理部门递交股权转让协议、股东会决议等文件, 以及修改公司章程、股东名册以及其他公司章程性文件。

The authorized party undertakes to Party A that the authorized party shall bear all expenses arising from the equity transfer and go through all necessary procedures for Party A and / or its designated third party to become a shareholder of Kangbaier Biotechnology. The procedures include, but are not limited to, assisting Party A to obtain necessary approval from government departments for equity transfer, submitting equity transfer agreement, resolutions of shareholders’ meeting and other documents to relevant industrial and commercial administration departments, and amending articles of association, register of shareholders and other articles of Association documents

three point three Party B hereby represents and warrants to party a jointly and severally on the date of signing this contract and each delivery date as follows:

It has the power and ability to enter into and deliver this contract and any equity transfer agreement (each referred to as the “transfer agreement”) to which it is a party for each transfer of the Purchased Equity under this contract, and to perform its obligations under this contract and any transfer agreement. Once signed, this contract and each assignment agreement to which it is a party will constitute legal, valid and binding obligations, and can be enforced in accordance with its terms;

Neither the signing and delivery of this contract or any assignment agreement nor the performance of its obligations under this contract or any assignment agreement will: (I) result in violation of any relevant Chinese laws and regulations（II) conflict with its articles of association or other organizational documents（III) result in a breach of any contract or instrument to which it is a party or by which it is bound（IV) result in a breach of any conditions relating to the grant and / or continued validity of any license or approval granted to it; Or (V) causes any license or approval granted to it to be suspended or revoked or subject to conditions;

Party B shall have good and marketable ownership of all equity of Kangbaier Biotechnology. Party B does not have any security interest in the above equity;

Kangbaier Biotechnology has no outstanding debts, except (I) debts incurred in the normal course of its business, and (II) debts disclosed to Party A and with the prior explicit written consent of Party A;

Kangbaier Biotechnology complies with all laws and regulations applicable to the acquisition of equity and assets;

At present, there are no ongoing or pending litigation, arbitration or administrative procedures related to the equity and assets of Kangbaier Biotechnology or Kangbaier Biotechnology.

Kangbaier Biotechnology represents and warrants as follows:

It has complete right and authorization to sign and in compliance with this agreement

The implementation of this Agreement and its obligations under its terms does not violate the binding laws, regulations and other agreements, and does not require the approval or authorization of government departments

There is no litigation, arbitration or other judicial or administrative proceedings pending or likely to substantially affect the performance of this Agreement;

Party B has disclosed to Party A all situations that may adversely affect the performance of this agreement

It has not been declared bankrupt and its maintained sound healthy financial condition

Except for those disclosed to Party A, there is no pledge, guarantee, liability or other third party’s burden on the assets of Kangbaier Biotechnology, and it is free from recourse of the third party, except for the equity pledge agreement signed by Party A and Party B

Without Party A’s prior written consent, it will not set any pledge, mortgage, liability and other third party’s rights and burdens on the assets it holds, and will not dispose of the assets it holds to any person other than Party A or the third party designated by Party A by means of transfer, gift, mortgage, pledge or any other means

The right of option granted to Party A shall be exclusive, and Kangbaier Biotechnology shall not grant the right of option or similar rights in any other way to any person other than Party A or its designated third party;

During the term of this agreement, the business of Kangbaier Biotechnology complies with the laws, regulations, regulations and other management regulations and guidelines issued by the competent government departments, and there is no violation of any of the above regulations, which will have a significant adverse impact on the business or assets of the company

Maintain the existence of Kangbaier Biotechnology in accordance with good financial and commercial standards and practices. Prudently and effectively conduct its business and conduct its affairs, and use its best efforts to ensure that Kangbaier Biotechnology continues to operate with the necessary permits, licenses and approvals, and that such permits, licenses and approvals will not be cancelled, withdrawn or declared invalid;

At the request of Party A, provide all the operation and financial information of Kangbaier Biotechnology

Take all reasonable and necessary measures to manage Kangbaier Biotechnology business and strive to maintain and increase the value of Kangbaier Biotechnology assets

本协议履行中各方所产生的税赋由各方自行承担。

The taxes generated by each party during the exercise of this Agreement shall be borne by each party

If Party B or Party C violates this agreement or any of its representations and guarantees in this agreement, Party A may notify the defaulting party in writing, requiring it to correct the breach within ten days after receiving the notice, take corresponding measures to effectively and timely avoid the occurrence of damage, and continue to perform this agreement. In case of any damage, the breaching party shall compensate Party A so that Party A can obtain all the rights and interests it deserves when performing the contract.

If Party B or Party C fails to correct the breach within ten days after receiving the notice in accordance with the above-mentioned 5.1, Party A has the right to require the breaching party to compensate Party A for any expenses, liabilities or losses (including but not limited to the interest paid or lost by Party A due to the breach of contract and the attorney’s fees). Meanwhile, Party A has the right to implement the equity transfer agreement attached to this agreement to transfer the equity held by Party B to Party A and / or the third party designated by Party A

中华人民共和国法律为本协议之适用法律, 包括但不限于本协议之完成、履行、效力及解释。

The laws of the people’s Republic of China shall be applicable to this agreement, including but not limited to the completion, performance, validity and interpretation of this agreement.

若因本协议之解释或履行产生争议, 协议各方应当通过友好协商或中间第三方调解来解决该争议。若争议无法通过上述方式解决, 应于上述相关讨论开始之日起30日内将争议提交仲裁机关解决。

In case of any dispute arising from the interpretation or performance of this agreement, the parties shall settle the dispute through friendly negotiation or mediation by an intermediate third party. If the dispute cannot be settled by the above-mentioned means, it shall be submitted to the arbitration authority for settlement within 30 days from the date of the above-mentioned relevant discussion

因本协议产生的任何争议应当提交中国国际经济贸易仲裁委员会(北京)按其仲裁规则仲裁。仲裁地为北京。仲裁裁决为最终的, 对协议各方皆具有约束力。

Any dispute arising from this Agreement shall be submitted to China International Economic and Trade Arbitration Commission (Beijing) for arbitration in accordance with its arbitration rules. The place of arbitration shall be Beijing. The arbitration award shall be final and binding on all parties.

本协议及其附件之内容应当保密。协议各方不得将本协议之任何信息向任何第三方披露(事先获得协议各方书面同意的除外)。本条款在本协议终止后仍然有效。

The contents of this Agreement and its attachments shall be kept confidential. The parties shall not disclose any information of this agreement to any third party (except with the prior written consent of the parties). This clause shall survive the termination of this agreement.

若依据法律、法院判决、仲裁裁决以及政府管理机关、证券监管部门、证券交易所、股票交易机构的决定或要求应当披露保密信息的, 则该信息的披露不应视为对上述7.1条的违反。

If confidential information should be disclosed in accordance with laws, court decisions, arbitration awards and decisions or requirements of government authorities, securities regulatory authorities, stock exchanges and stock exchange institutions, the disclosure of such information shall not be deemed as a violation of Article 7.1 above

各方在此确认本协议为各方在平等互利的基础之上达成的公平合理的约定。本协议构成协议各方关于协议所涉及主题的全部, 先前的所有讨论、协商及协议若与本协议不一致, 以本协议为准。本协议应由协议各方以书面方式修改。本协议的附件为本协议的组成部分, 与本协议具有相同的效力。

The parties hereby confirm that this agreement is a fair and reasonable agreement reached by the parties on the basis of equality and mutual benefit. This Agreement constitutes all the parties to the agreement on the subject matter involved in the agreement. If any previous discussions, negotiations and agreements are inconsistent with this agreement, this Agreement shall prevail. This Agreement shall be amended by the parties in writing. The annex to this agreement is an integral part of this Agreement and has the same effect as this Agreement

All notices given by the parties to this Agreement for the performance of their rights and obligations under this Agreement shall be made in writing and sent by hand delivery, registered mail, prepaid mail, recognized courier service, or fax to the following addresses of the party or parties concerned:

甲方: 佰迦康（辽宁）健康信息咨询服务有限公司

Party A:Baijiakang (Liaoning) Health Information Consulting Service Co., Ltd.

地址: 辽宁省盘锦市兴隆台区赵家1-17-1号

Address: 1-17-1 Zhaojia Road, Xinglongtai District , Panjin City, Liaoning Province

电话：13998785999

Phone:13998785999

收件人:王增文

Recipient: Wang Zengwen

A notice or letter shall be deemed to have been served under the following circumstances

If the fax is delivered by fax, the date record on the fax shall prevail. However, if the fax is delivered later than 5 pm or on a non working day in the place of delivery, the next working day of the date record on the fax shall be the date of delivery;

If it is delivered by hand (including express mail), the date of receipt shall prevail;

If it is delivered by registered mail, the 15th day after the date on the receipt of the registered mail shall prevail.

本协议对协议各方皆具有约束力。

This Agreement shall be binding on all parties

本协议一式八份, 以中文书写, 协议各方各执一份。

This agreement is made in eight copies, written in Chinese, with each party holding one copy

本协议中所指的“日”按日历上的日期; 本协议所指的“工作日”为周一至周五。

“Day” referred to in this Agreement shall be the date on the calendar; The “working days” referred to in this Agreement are from Monday to Friday

本协议各标题仅为方便阅读, 不可作为协议解释之用。

The headings of this Agreement are for convenience only and shall not be used for the interpretation of this agreement

授权方在本协议下对甲方的义务、承诺和责任均为单独和共同的, 且授权方相互承担连带责任。就甲方而言, 授权方中任何一方的违约即自动构成授权方的违约.

The obligations, promises and liabilities of the authorized party to Party A under this Agreement are separate and joint, and the authorized parties shall bear joint and several liabilities. As far as Party A is concerned, the default of any one of the authorized parties will automatically constitute the default of the authorized party

就本协议未规定之事项, 协议各方应通过协商按中华人民共和国法律解决。

For matters not specified in this agreement, the parties shall settle them through negotiation in accordance with the laws of the people’s Republic of China

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甲方: 佰迦康（辽宁）健康信息咨询服务有限公司

Party A: Baijiakang (Liaoning) Health Information Consulting Service Co., Ltd. 

授权代表:                                   

Authorized Representative:                                    

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丙方:

Party C:

辽宁康拜尔生物科技开发有限公司

Liaoning Kangbaier Biotechnology Development Co., Ltd. 

授权代表:                               

Authorized Representative:                                 

附件1: 股权转让协议 Attachment 1: Equity Transfer Agreement

股权转让协议

Equity Transfer Agreement

本股权转让协议(下称“本协议”)由以下各方于[2022 ]年[11 ]月[27]日在盘锦签订:

This equity transfer agreement (hereinafter referred to as “this Agreement”) is signed by and between the following parties in Panjin on the day of November 27,2022.

甲方:佰迦康（辽宁）健康信息咨询服务有限公司

Party A: Baijiakang (Liaoning) Health Information Consulting Service Co., Ltd.

地址: 辽宁省盘锦市兴隆台区赵家1-17-1号

Address: 1-17-1 Zhaojia Road, Xinglongtai District , Panjin City, Liaoning Province

乙方:

Party B:

孙秀芝，身份证号：211321195609273844

Sun Xiu Zhi , ID No.211321195609273844

地址: 辽宁省盘锦市兴隆台区创新街商东社区鹤翔路53-2-2-201

Address:53-2-2-201, Hexiang Road, Shangdong Community, Xininnovation Street, Xinglongtai District, Panjin City, Liaoning Province

李静，身份证号：210711197902204028

Li Jing , ID No.210711197902204028

地址:辽宁省盘锦市兴隆台区振兴街设计院社区56-2-301

Address: 56-2-301, Zhenxing Street Design Institute Community, Xinglongtai District, Panjin City, Liaoning Province

李莹，身份证号：21092119811107216X

Li Ying , ID No.21092119811107216X

地址:辽宁省阜新蒙古族自治县卧凤沟乡七家子村七家子南地44号

Address:No. 44 Qizi Nandi, Qizi Village, Wufenggou Township, Fuxin Mongolian Autonomous County, Liaoning Province

苑晓燕，身份证号：130634198811023583

Yuan Xiao Yan , ID No.130634198811023583

地址:河北省保定市曲阳县灵山镇横河口村39号

Address:39 Henghekou Village, Lingshan Town, Quyang County, Baoding City, Hebei Province

李杰，身份证号：370686200104227924

Li Jie, ID No.370686200104227924

地址:山东省栖霞市寺口镇邴家岭村75号

Address:No.75, Bing Jialing Village, Sikou Town, Qixia City, Shandong Province

孙天柱，身份证号：150426198704251559

Sun Tian Zhu, ID No.150426198704251559

地址:内蒙古赤峰市翁牛特旗亿合公镇四方地村大营子村民组

Address:Dayingzi Village Group, Sifang Di Village, Renhegong Town, Wengniute Banner, Chifeng City, Inner Mongolia

丙方: 辽宁康拜尔生物科技开发有限公司

Party C: Liaoning Kangbaier Biotechnology Development Co., Ltd.

地址: 辽宁省盘锦市兴隆台区赵家1-17-1号

Address: 1-17-1 Zhaojia Road, Xinglongtai District , Panjin City, Liaoning Province

在本合同中, 甲方、乙方和丙方以下各称“一方”, 合称“各方”。

In this contract, Party A, Party B and Party C are hereinafter referred to as “party” and collectively as “parties”.

鉴于:

As

Party A is a foreign-invested enterprise registered and existing in the people’s Republic of China (hereinafter referred to as “China”);

Party C is a wholly domestic company registered in Panjin, China. At present, Party B holds 100% equity of Party C (hereinafter referred to as “relevant equity”); and

Party B is willing to transfer part or all of Party C’s equity to Party A and / or its designated third party when Party A and / or its designated third party exercise its option in accordance with the relevant provisions of the equity disposal agreement signed by Party A and Party A on [] and Party A and / or its designated third party agree to transfer the equity (hereinafter referred to as “equity transfer”).

据此, 双方协商一致, 达成如下协议:

Accordingly, the two parties have reached the following agreement through consultation:

Party B agrees to transfer the relevant equity to Party A. Among them, Sun Xiuzhi from Party B shall transfer 85.964% of the equity, Li Jing from Party B shall transfer 6% of the equity, Li Ying from Party B shall transfer 3% of the equity, Yuan Xiaoyan from Party B shall transfer 3.5% of the equity, Li Jie from Party B shall transfer 1.5% of the equity, and Sun Tianzhu from Party B shall transfer 0.036% of the equity. Party A agrees to accept such transfer. Upon completion of the transfer, Party A shall hold 100% of the equity of Party C.

As consideration for equity transfer, Party A shall, in accordance with Article 2, pay ____ RMB Yuan to Sun Xiuzhi of Party B, ____ RMB Yuan to Li Jing of Party B, ____ RMB Yuan to Li Ying of Party B, ____ RMB Yuan to Yuan Xiaoyan of Party B, ____ RMB Yuan to Li Jie of Party B, Pay____ RMB to Sun Tianzhu of Party B.

Party B agrees to the equity transfer under this article, and is willing and will urge other shareholders of Party C (except Party B) to sign necessary documents including the resolution of the shareholders’ meeting and the letter of giving up preemptive purchase of relevant equity, and assist in handling other necessary procedures for equity transfer

Party B and Party C shall be jointly and separately responsible for taking all necessary actions, including but not limited to signing this agreement, passing resolutions of the shareholders’ meeting, amendments to the articles of association, etc., to realize the transfer of equity from Party B to Party A, And shall be responsible for completing all government approval or industrial and commercial registration and filing procedures within 10 working days from the date Party A issues the notice of exercise in accordance with the provisions of the equity disposal agreement, so as to make Party A the registered owner of such equity.

Party A shall pay____ RMB to Sun Xiuzhi, pay____ RMB to Li Jing, pay____ RMB toLi Ying, pay____ RMB toYuan Xiaoyan, pay____ RMB toLi Jie,pay____ RMB to Sun Tianzhu within 5 working days after the signing of this Agreement. Five business days after the completion of all government approvals and/or registration filings in connection with the transfer of shares pay____ RMB to Sun Xiuzhi, pay____ RMB to Li Jing, pay____ RMB toLi Ying, pay____ RMB toYuan Xiaoyan, pay____ RMB toLi Jie,pay____ RMB to Sun Tianzhu.Transfer amount would be determined upon the transfer of shares.

Party B shall issue appropriate receipt to Party A within 5 working days after receiving each payment mentioned in Article 2.1.

Each party hereby represents and warrants as follows:

The party is a legally established and existing company or an individual with full capacity for civil conduct, and has complete power and ability to sign and perform this Agreement and other documents related to this agreement required to achieve the purpose of this Agreement;

Such party has taken or will take all necessary actions to properly and effectively authorize the signing, delivery and performance of this Agreement and all other documents related to the transactions under this agreement, and such signing, delivery and performance does not violate any relevant laws, regulations and government regulations, and does not infringe the legitimate rights and interests of any third party

Party B and Party C jointly and separately declare and guarantee to Party A as follows:

Party B currently legally and effectively holds 100% of the equity of Party C. Party B’s acquisition and holding of the equity does not violate any laws and regulations or government decisions, nor does it violate the interests and rights of any third party;

Party C is a limited liability company duly established and validly existing in accordance with the laws of China, which has complete rights and behavioral capabilities, has the right to own, dispose and operate its assets and business, and to carry out its business which is currently in progress or planned. Party C has obtained all the licenses, qualification certificates or other governmental departments’ approval, approval, filing or registration procedures for all the business described in its business license;

Party C has not violated any relevant laws and regulations or government regulations since its establishment;

There is no security interest or any other third party rights in the equity of Party C held by Party B, unless otherwise agreed by both parties

This party has not omitted to provide Party A with any documents or information about Party C or its business that may affect its decision to enter into this Agreement;

Prior to the completion of the equity transfer, such party will not authorize or cause to be issued or promised to issue new equity in addition to the equity already issued on the date of signing this agreement by any act or omission, and will not change the registered capital or shareholder structure of Party C in any form

本协议于文首标明的日期签署并同时生效。

This agreement is signed and effective on the date first above written.

在各方就本协议项下条款的解释和履行发生争议时, 各方应善意地协商解决该争议。若在一方提出协商解决争议的要求之后30日内, 双方仍未达成解决争议的协议, 任何一方均可将有关争议提交中国国际经济贸易仲裁委员会按照其现行的仲裁规则仲裁解决。仲裁地点在北京; 仲裁使用之语言为中文。仲裁裁决应是终局性的, 对双方均有拘束力。

In case of any dispute between the parties on the interpretation and performance of the terms under this agreement, the parties shall negotiate in good faith to resolve the dispute. If both parties fail to reach an agreement on the settlement of the dispute within 30 days after one party’s request for the settlement of the dispute through negotiation, either party may submit the dispute to China International Economic and Trade Arbitration Commission for arbitration in accordance with its current arbitration rules. The place of arbitration shall be Beijing; The language of arbitration shall be Chinese. The arbitration award shall be final and binding on both parties.

本协议的效力、解释和强制执行适用中国法律。

The validity, interpretation and enforcement of this Agreement shall be governed by the laws of China.

各方以书面协议方式对协议做出修改和补充。经过各方适当签字的有关本协议的修改协议和补充协议是本协议的组成部分, 具有与本协议同等的法律效力。

The parties shall amend and supplement the agreement by written agreement. The Amendment Agreement and supplementary agreement on this agreement properly signed by all parties are an integral part of this Agreement and have the same legal effect as this agreement.

如果本协议项下的任何条款因与有关法律不一致而无效或无法强制执行, 则该条款仅在有关法律管辖范围之内无效或无强制力, 并且不得影响本协议其他条款的法律效力。

If any provision of this agreement is invalid or unenforceable due to inconsistency with the relevant law, it shall be void or unenforceable only within the relevant legal jurisdiction and shall not affect the legal effect of other provisions of this agreement

本协议的任何附件为本协议不可分割部分, 具有与本协议同等的法律效力。

Any annex to this agreement is an integral part of this Agreement and has the same legal effect as this agreement.

This agreement is made in Chinese in eight copies, one for each party.

If Party A designates any third party to exercise the option, Party A and / or the third party designated by Party A shall, as the case may be, refer to Party A in this equity transfer agreement

[以下无正文] No Content
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甲方:佰迦康（辽宁）健康信息咨询服务有限公司

Party A: Baijiakang (Liaoning) Health Information Consulting Service Co., Ltd. 

授权代表:  ___________________

Authorized Representative: ___________________

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丙方:

Party C

佰迦康（辽宁）健康信息咨询服务有限公司

Baijiakang (Liaoning) Health Information Consulting Service Co., Ltd. 

授权代表: _______________________

Authorized Representative: _______________________

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