Exhibit 2.1

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (this “Agreement”) is made and entered into this 30th day of July, 2019 by and among ZHONG YUAN BIO-TECHNOLOGY HOLDINGS LIMITED (“ZY CAYMAN”), an exempted company formed under the laws of the Cayman Islands, and ZHONG YUAN INVESTMENT LIMITED, a Seychelles Company limited by shares (“ZYIL”) and its affiliates in the Seychelles, Hong Kong and the Peoples Republic of China. ZYIL owns 100% of CHINA BIO-TECHNOLOGY HOLDINGS LIMITED, a Seychelles company limited by shares and its direct and indirect subsidiaries in Hong Kong and the Peoples Republic of China (“CBTH”). CBTH owns 100% of the equity of Zhong Yuan Bio-Technology (Hong Kong) Limited (“ZYHK”), a limited liability company formed under the laws of Hong Kong. ZYHK has a wholly-owned subsidiary, Zhong Yuan Bio-Technology (Shenzhen) Limited (“WFOE”), which is a wholly foreign owned entity that was established in Shenzhen in the Peoples Republic of China (“PRC” and “China”). WFOE owns 100% of the equity of Bao Feng Bio-Technology (Beijing) Limited (“Bao Feng”), which is an entity established under the laws of the People’s Republic of China. CBTH, ZYHK, WFOE and Bao Feng shall each be referred to herein as a “Subsidiary” and collectively as the “Subsidiaries.”

WHEREAS , ZYIL is the owner of record of 100% of the issued and outstanding shares of CBTH; and

WHEREAS , ZYIL desires to acquire from ZY CAYMAN an aggregate of 161,500,000, or approximately 95%, of ZY CAYMAN’s ordinary shares, par value $0.0001 per share (the “ZY CAYMAN Shares”), in exchange for 100% of the outstanding shares of CBTH (the “Exchange Shares”); and

WHEREAS , the offer and sale of the ZY CAYMAN Shares to ZYIL is intended to be exempt from the registration provisions of Section 5 under the Securities Act of 1933, as amended, (the “Securities Act”) pursuant to the provisions of Regulation S (“Regulation S”) which was adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Act.

NOW, THEREFORE , in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto hereby agree as follows:

ARTICLE I
Share exchange

Section 1.01 Share Exchange . Subject to the terms and conditions of this Agreement, at the Closing, ZYIL shall transfer to ZY CAYMAN all of the shares that it holds in CBTH (which constitutes 100% of the equity ownership of CBTH) and, in consideration therefor, ZY CAYMAN shall issue an aggregate of 161,500,000 fully paid and non-assessable ordinary shares of ZY CAYMAN, par value $0.0001, to ZYIL.

ARTICLE II
CLOSING

Section 2.01 Date and Place of Closing . The closing (the “Closing”) of the transactions contemplated hereby shall, subject to the satisfaction or waiver of the applicable conditions set forth herein, take place in the Hong Kong Special Administrative Region, at the offices of ZY CAYMAN, or other place as the parties may mutually agree, at 10:00 a.m. (Hong Kong Time) on or before August 31, 2019 (“Closing Date”); provided that the Parties may mutually agree in writing to a later date.

Section 2.02 Deliveries at Closing .

(a)       At the Closing, ZY CAYMAN shall deliver to ZYIL a certificate evidencing 161,500,000 newly issued ZY CAYMAN Shares.

(b)       At or prior to the Closing, ZYIL shall deliver to ZY CAYMAN all of the shares that it owns in CBTH duly endorsed for transfer to ZY CAYMAN together with a bought note, instrument of transfer and such other documentation or instruments as shall be necessary to transfer the Exchange Shares.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ZY CAYMAN

ZY CAYMAN hereby represents, warrants and agrees as of the date of this Agreement and the Closing Date as follows:

Section 3.01 Corporate Organization

a. ZY CAYMAN is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands, and has all requisite corporate power and authority to own its properties and assets and to conduct its business and is duly qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of ZY CAYMAN.

b. Copies of the Memorandum and Articles of Association of ZY CAYMAN, with all amendments thereto to the date hereof, have been furnished to ZYIL and CBTH, and such copies are accurate and complete as of the date hereof. The minute books of ZY CAYMAN are current as required by law, contain the minutes of all meetings of the Board of Directors and shareholders of ZY CAYMAN from its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the Board of Directors and shareholders of ZY CAYMAN.

Section 3.02 Capitalization of ZY CAYMAN . The authorized capital stock of ZY CAYMAN consists of 500,000,000 ordinary shares, par value $.0001 per share. As of the date hereof, ZY CAYMAN has 8,500,000 ordinary shares issued and outstanding. All of the issued shares of capital stock of ZY CAYMAN have been duly authorized, and are validly issued, fully paid and non-assessable. 

The parties agree that they have been informed of the issuances of these ZY CAYMAN Shares, and that all issuances of ZY CAYMAN Shares pursuant to this Agreement will be in accordance with the provisions of this Agreement. All of the ZY CAYMAN Shares to be issued pursuant to this Agreement have been duly authorized and will be validly issued, fully paid and non-assessable and no personal liability will attach to the ownership thereof and in each instance, they will have been issued in accordance with the registration requirements of applicable securities laws or an exemption therefrom. As of the date of this Agreement there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital stock of ZY CAYMAN.

Section 3.03 Subsidiaries and Equity Investments . ZY CAYMAN has no subsidiaries or equity interest in any corporation, partnership or joint venture except as provided in this Agreement.

Section 3.04 Authorization and Validity of Agreements . ZY CAYMAN has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and upon the execution and delivery by ZYIL and the performance of its obligations herein, this Agreement will constitute a legal, valid and binding obligation of ZY CAYMAN. The execution and delivery of this Agreement by ZY CAYMAN and the consummation by ZY CAYMAN of the transactions contemplated hereby have been duly authorized by all necessary corporate action of ZY CAYMAN, and no other corporate proceedings on the part of ZY CAYMAN are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

Section 3.05 No Conflict or Violation . The execution, delivery and performance of this Agreement by ZY CAYMAN do not and will not violate or conflict with any provision of its Memorandum and Articles of Association, and do not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which ZY CAYMAN is a party or by which it is bound or to which any of its properties or assets is subject, nor will it result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of ZY CAYMAN, nor will it result in the cancellation, modification, revocation or suspension of any of the licenses, franchises or permits to which ZY CAYMAN is bound.

Section 3.06 Consents and Approvals . No consent, waiver, authorization or approval of any governmental or regulatory authority, domestic or foreign, or of any other person, firm or corporation is required in connection with the execution and delivery of this Agreement by ZY CAYMAN or the performance by ZY CAYMAN of its obligations hereunder.

Section 3.07 Absence of Certain Changes or Events .

a.        As of the date of this Agreement, ZY CAYMAN does not know or have reason to know of any event, condition, circumstance or prospective development which threatens or may threaten to have a material adverse effect on the assets, properties, operations, prospects, net income or financial condition of ZY CAYMAN.

b.       Since its inception, there has not been any declaration, setting aside or payment of dividends or distributions with respect to shares of capital stock of ZY CAYMAN.

c.       Since its inception, there has not been an increase in the compensation payable or to become payable to any director or officer of ZY CAYMAN.

Section 3.08 Disclosure . This Agreement does not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 3.09 Litigation . There is no action, suit, proceeding or investigation pending or threatened against ZY CAYMAN that may affect the validity of this Agreement or the right of ZY CAYMAN to enter into this Agreement or to consummate the transactions contemplated hereby.

Section 3.10 Securities Laws .

a.        ZY CAYMAN has complied in all material respects with applicable Cayman Islands securities laws, rules and regulations, as such laws, rules and regulations apply to ZY CAYMAN and its securities.

b.        All shares of capital stock of ZY CAYMAN have been issued in accordance with applicable Cayman Islands securities laws, rules and regulations. There are no stop orders in effect with respect to any of ZY CAYMAN’s securities.

Section 3.11 Tax Returns, Payments and Elections . ZY CAYMAN has timely filed all tax returns, statements, reports, declarations and other forms and documents and has, to date, paid all taxes due.

Section 3.12 ’34 Act Reports . None of ZY CAYMAN’s filings with the SEC, contains any untrue statement of a material face or omits to state a material fact necessary to make the statements therein not misleading, in light of the circumstances in which they were made.

Section 3.13 Survival . Each of the representations and warranties set forth in this Article III shall be deemed represented and made by ZY CAYMAN at the Closing as if made at such time.

Section 3.14   Legend . Each certificate representing the ZY CAYMAN Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable United States federal or state securities laws:

“THESE SECURITIES ARE BEING OFFERED TO SHAREHOLDERS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”

“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

ARTICLE IV
REPRESENTATIONS AND WARRANTIES Of ZYIL, CBTH, ZYHK, WFOE and Bao Feng

ZYIL, CBTH, ZYHK, WFOE and Bao Feng jointly and severally, as applicable, represent, warrant and agree as follows as of the date of this Agreement and the Closing Date:

Section 4.01 Corporate Organization .

a.       CBTH is a corporation incorporated in the Republic of Seychelles and is duly organized, validly existing and in good standing in the Seychelles and has all requisite corporate power and authority to own its properties and assets and to conduct its business, and is duly qualified to do business and is in good standing in each jurisdiction wherein the nature of its business or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on its business, operations, properties, assets, condition or results of operation.

b.       Copies of the Articles of Association and the Memorandum of Association of CBTH, with all amendments thereto to the date hereof, have been furnished to ZY CAYMAN, and such copies are accurate and complete as of the date hereof. The minute books of CBTH are current as required by law, contain the minutes of all meetings of the Boards of Directors and shareholders of CBTH and adequately reflect all material actions taken by CBTH’s Board of Directors and shareholders or members.

Section 4.02 Title to Exchange Shares, and Chain of Ownership

a.       As of the date hereof and on the Closing Date, ZYIL represents and warrants that (i) it is the sole shareholder of CBTH, (ii) it has and will have good and marketable title to the Exchange Shares; and (iii) it is transferring the Exchange Shares to ZY CAYMAN free and clear of any liens, claims or encumbrances. Further, ZYIL has and will have the right to transfer the Exchange Shares without consent of any other person or entity, other than the shareholder approval referenced in Section 6.03.

b.       CBTH, a corporation incorporated in the Republic of Seychelles, wholly owns ZYHK, a corporation incorporated in Hong Kong. ZYHK wholly owns the WFOE, a corporation organized under the laws of the PRC, and the WFOE wholly owns Bao Feng, a corporation incorporated under the laws of the PRC . CBTH, ZYHK, the WFOE and Bao Feng are each duly organized, validly existing and in good standing under the laws of their jurisdictions of incorporation and each has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business, and is in good standing in each jurisdiction wherein the nature of the business conducted by or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on its business, operations, properties, assets, condition or results of operation.

Section 4.03 Authorization and Validity of Agreements . ZYIL and each of the Subsidiaries has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ZYIL and each of the Subsidiaries and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of ZYIL or any of the Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The shareholders of ZYIL have approved this Agreement on behalf of ZYIL and no other stockholder approvals are required to consummate the transactions contemplated hereby. ZYIL and each of the Subsidiaries is competent to execute this Agreement and has the power to execute and perform this Agreement. No other proceedings on the part of ZYIL or any ZYIL shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

Section 4.04 No Conflict or Violation . The execution, delivery and performance of this Agreement by ZYIL and the Subsidiaries does not and will not violate or conflict with any provision of the constituent documents of ZYIL or any of the Subsidiaries and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under or give to any other entity any right of termination, amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which ZYIL or any of the Subsidiaries is a party or by which any of them is bound or to which any of their respective properties or assets is subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of ZYIL or any of the Subsidiaries, nor result in the cancellation, modification, revocation or suspension of any of the licenses, franchises or permits to which ZYIL or any of the Subsidiaries is bound.

Section 4.05 Investment Representations .

a.        The ZY CAYMAN Shares will be acquired hereunder solely for the account of ZYIL, for investment, and not with a view to the resale or distribution thereof. ZYIL has no present arrangement to sell ZY CAYMAN Shares to or through any person or entity. ZYIL understands that the ZY CAYMAN Shares must be held indefinitely unless such ZY CAYMAN Shares are resold in accordance with the provisions of Regulation S, are subsequently registered under the Securities Act or an exemption from registration is available. ZYIL understands and is able to bear any economic risks associated with such investment in the ZY CAYMAN Shares. ZYIL has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the ZY CAYMAN Shares to be acquired under this Agreement. ZYIL further has had an opportunity to ask questions and receive answers from ZY CAYMAN’s directors regarding ZY CAYMAN and to obtain additional information (to the extent ZY CAYMAN’s directors possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to ZYIL or to which ZYIL had access. ZYIL is at the time of the offer and execution of this Agreement, domiciled outside the United States (a “Non-U.S. Shareholder”) and/or is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act). ZYIL understands that ZY CAYMAN is under no obligation to register the ZY CAYMAN Shares under the Securities Act, or to assist ZYIL in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. 

b.        No Non-U.S. Shareholder, nor any affiliate of any Non-U.S. Shareholder, nor any person acting on behalf of any Non-U.S. Shareholder or on behalf of any such affiliate, has engaged or will engage in any activity undertaken for the purpose of, or that reasonably could be expected to have the effect of, conditioning the markets in the United States for the ZY CAYMAN Shares, including, but not limited to, effecting any sale or short sale of securities through any Non-U.S. Shareholder or any affiliate of any Non-U.S. Shareholder prior to the expiration of any restricted period contained in Regulation S promulgated under the Securities Act (any such activity being defined herein as a “Directed Selling Effort”). To the best knowledge of the Non-U.S. Shareholders, this Agreement and the transactions contemplated herein are not part of a plan or scheme to evade the registration provisions of the Securities Act, and the ZY CAYMAN Shares are being acquired for investment purposes by the Non-U.S. Shareholder. The Non-U.S. Shareholders agree that all offers and sales of ZY CAYMAN Shares from the date hereof and through the expiration of the any restricted period set forth in Rule 903 of Regulation S (as the same may be amended from time to time hereafter) shall not be made to U.S. Persons or for the account or benefit of U.S. Persons and shall otherwise be made in compliance with the provisions of Regulation S and any other applicable provisions of the Securities Act. Neither any Non-U.S. Shareholder nor the representatives of any Non-U.S. Shareholder have conducted any Directed Selling Effort as that term is used and defined in Rule 902 of Regulation S and no Non-U.S. Shareholder nor any representative of any Non-U.S. Shareholder will engage in any such Directed Selling Effort within the United States through the expiration of any restricted period set forth in Rule 903 of Regulation S. 

Section 4.06 Not a Broker-Dealer . ZYIL is not a registered representative under the Financial Industry Regulatory Authority (“FINRA”), a member of FINRA or associated or Affiliated (as defined below) with any member of FINRA, nor a broker-dealer registered with the SEC under the Exchange Act of 1934 (“Exchange Act”) or engaged in a business that would require it to be so registered, nor is it an Affiliate of a broker-dealer or any Person engaged in a business that would require it to be registered as a broker-dealer. In the event ZYIL is a member of FINRA, or associated or Affiliated with a member of FINRA, ZYIL agrees, if requested by FINRA, to sign a lock-up, the form of which shall be satisfactory to FINRA with respect to the ZY CAYMAN Shares. “Affiliate” means, with respect to any specified Person: (i) if such Person is an individual, the spouse of that Person and, if deceased or disabled, his heirs, executors or legal representatives, if applicable, or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Person specified. As used in this definition, “control” shall mean the possession, directly or indirectly, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument. “Person” shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization. 

Section 4.07 Brokers’ Fees . ZYIL has no liability to pay any fees or commissions or other consideration to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

Section 4.08 Disclosure . This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of ZYIL or any of the Subsidiaries in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 4.9 Not an Underwriter . ZYIL is not an underwriter of ZY CAYMAN Shares, nor is it an affiliate of an underwriter of ZY CAYMAN Shares. 

Section 4.10 No Advice from ZY CAYMAN . ZYIL acknowledges that it has received, and fully and carefully reviewed and understands, copies of ZY CAYMAN’s filings with the SEC periodically (the “SEC Filings”), either in hard copy or electronically through the SEC’s EDGAR system at http://www.sec.gov. ZYIL also acknowledges that it has had the opportunity to review this Agreement, the exhibits hereto and the transactions contemplated by this Agreement with ZYIL’s own legal counsel and investment and tax advisors. Except for any statements or representations of ZY CAYMAN made in this Agreement, ZYIL is relying solely on such counsel and advisors and not on any statements or representations of ZY CAYMAN or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction. ZYIL has consulted, to the extent deemed appropriate by ZYIL, with ZYIL’s own advisers as to the financial, tax, legal and related matters concerning an investment in the ZY CAYMAN Shares and on that basis believes that its investment in the ZY CAYMAN Shares is suitable and appropriate for ZYIL. 

Section 4.11 Regulation S Exemption . ZYIL understands that the ZY CAYMAN Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act, as amended, and that ZY CAYMAN is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of ZYIL set forth herein in order to determine the applicability of such exemptions and the suitability of ZYIL to acquire ZY CAYMAN Shares.  In this regard, ZYIL represents, warrants and agrees that: 

(i)       ZYIL is not a U.S. Person or an affiliate (as defined in Rule 501(b) under the Securities Act) of ZY CAYMAN and is not acquiring ZY CAYMAN Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:

(A)        any natural person resident in the United States of America;

(B)        any partnership, limited liability company, corporation or other entity organized or incorporated under the laws of the United States of America;

(C)       any estate of which any executor or administrator is a U.S. Person;

(D)       any trust of which any trustee is a U.S. Person;

(E)       any agency or branch of a foreign entity located in the United States of America;

(F)       any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

(G)       any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and

(H)       any partnership, company, corporation or other entity if:

(1)       organized or incorporated under the laws of any foreign jurisdiction; and

(2)       formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited CBTH shareholders (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

(ii)       At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, ZYIL was outside of the United States.

(iii)       ZYIL will not, during the period commencing on the date of issuance of the ZY CAYMAN Shares and ending on the six-month anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer ZY CAYMAN Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.

(iv)       ZYIL will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer ZY CAYMAN Shares only pursuant to registration under the Securities Act or an available exemption therefrom and in accordance with all applicable state and foreign securities laws.

(v)       ZYIL was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to ZY CAYMAN Shares, including without limitation, any put, call or other option transaction, option writing or equity swap.

(vi)       Neither ZYIL, nor any person acting on its behalf, has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to ZY CAYMAN Shares and ZYIL, and any person acting on its behalf, have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.

(vii)       The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

(viii)       Neither ZYIL nor any person acting on its behalf, has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the ZY CAYMAN Shares. ZYIL agrees not to cause any advertisement of ZY CAYMAN Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to ZY CAYMAN Shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

Section 4.12 No Advertisements ZYIL is not purchasing ZY CAYMAN Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or via the Internet, or presented at any seminar or meeting, and it is not aware of any public advertisement or general solicitation in respect of ZY CAYMAN or its securities. 

Section 4.13 Legend . ZYIL acknowledges and agrees that the ZY CAYMAN Shares shall bear a restricted legend (the “Legend”), as set forth above in Section 3.14, prohibiting the offer, sale, pledge or transfer of the securities, except (i) pursuant to an effective registration statement filed under the Securities Act, (ii) in accordance with the applicable provisions of Regulation S, promulgated under the Securities Act, (iii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available), and (iv) pursuant to any other exemption from the registration requirements of the Securities Act or for estate planning purposes (subject to any escrow restrictions). 

Section 4.14 Economic Considerations . ZYIL is not relying on ZY CAYMAN, or its affiliates or agents with respect to economic considerations involved in this investment. ZYIL has relied solely on his own advisors. 

Section 4.15 Compliance with Laws . Any resale of ZY CAYMAN Shares during the “distribution compliance period” as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of ZY CAYMAN Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction. ZYIL will not offer to sell or sell ZY CAYMAN Shares in any jurisdiction unless ZYIL obtains all required consents, if any. ZYIL acknowledges that it is familiar with Rule 144 (“Rule 144”) under the Securities Act and has been advised that Rule 144 permits resales only under certain circumstances. ZYIL understands that to the extent that Rule 144 is not available, ZYIL will be unable to sell any ZY CAYMAN Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement. 

Section 4.16 Receipt of Information . ZYIL has received all documents, records, books and other information pertaining to ZYIL’s investment in ZY CAYMAN that has been requested by ZYIL.

Section 4.17 Information Available . ZYIL acknowledges it has availed itself of full access to ZY CAYMAN’s public reports filed with the SEC, which reports can be retrieved from commercial document retrieval services and at the website maintained by the SEC at  http://www.sec.gov . 

Section 4.18 No Reliance .  Other than as set forth herein, ZYIL is not relying upon any other information, representation or warranty by ZY CAYMAN or any officer, director, stockholder, agent or representative of ZY CAYMAN in determining to invest in ZY CAYMAN Shares.  ZYIL has consulted, to the extent deemed appropriate by ZYIL, with ZYIL’s own advisers as to the financial, tax, legal and related matters concerning an investment in ZY CAYMAN Shares and on that basis believes that the investment in ZY CAYMAN Shares is suitable and appropriate for ZYIL. 

Section 4.19 No Governmental Review .  ZYIL is aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of ZY CAYMAN Shares or ZY CAYMAN, or (iii) guaranteed or insured any investment in ZY CAYMAN Shares or any investment made by ZY CAYMAN.

Section 4.20 Potential Loss of Investment .  ZYIL understands that an investment in ZY CAYMAN Shares is a speculative investment which involves a high degree of risk and the potential loss of its entire investment. ZYIL has considered carefully and understands the risks associated with an investment in ZY CAYMAN Shares as set forth in ZY CAYMAN’s SEC Filings.

Section 4.21 Financial Statements .

(a) On or before the Closing Date, ZY CAYMAN shall have been furnished with: (i) the audited consolidated balance sheets of CBTH and its Subsidiaries as of March 31, 2019 and March 31, 2018 and the related audited consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended March 31, 2019 and December 31, 2018 together with the notes to such statements and the opinion of Centurion ZD CPA & Co., independent certified public accountants, and (ii) the unaudited consolidated financial statements of CBTH and its Subsidiaries for the three months ended June 30, 2019 (the “CBTH Financial Statements”).

(b) Each set of financial statements (including, in each case, any related notes thereto) was prepared in accordance with International Financial Reporting Standards (“IFRS”), applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents in all material respects the financial position of CBTH at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited consolidated interim financial statements were or are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect.

(c) As of the date of all balance sheets included in each set of financial statements, except as and to the extent reflected or reserved against therein, CBTH had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with IFRS, and all assets reflected therein are properly reported and present fairly in all material respects the value of the assets of CBTH, in accordance with IFRS.  All statements of operations, stockholders’ equity and cash flows included in the CBTH financial statements reflect fairly in all material respects the information required to be set forth therein by IFRS.

Section 4.22 Survival . Each of the representations and warranties set forth in this Article IV shall be deemed represented and made by ZYIL and each of the Subsidiaries at the Closing as if made at such time.

ARTICLE V
COVENANTS

Section 5.01 Certain Changes and Conduct of Business .

a. From and after the date of this Agreement and until the Closing Date, ZY CAYMAN, ZYIL and the Subsidiaries shall conduct their businesses solely in the ordinary course consistent with past practices and in a manner consistent with all representations, warranties or covenants contained herein, and without the prior written consent of ZYIL ZY Cayman shall not, and without the prior written consent of ZY CAYMAN, ZYIL and each of the Subsidiaries, shall not, except as required or permitted pursuant to the terms hereof:

Section 5.02 Access to Properties and Records . ZYIL and each of the Subsidiaries shall afford to ZY CAYMAN’s accountants, counsel and authorized representatives, and ZY CAYMAN shall afford to ZYIL’s accountants, counsel and authorized representatives full access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement) to all of such party’s properties, books, contracts, commitments and records and, during such period, shall furnish promptly to the requesting party all other information concerning the other party's business, properties and personnel as the requesting party may reasonably request, provided that no investigation or receipt of information pursuant to this Section 5.02 shall affect any representation or warranty of or the conditions to the obligations of any party.

Section 5.03 Negotiations . From and after the date hereof until the earlier of the Closing or the termination of this Agreement, no party to this Agreement nor its officers or directors (subject to such director's fiduciary duties) nor anyone acting on behalf of any party or other persons shall, directly or indirectly, encourage, solicit, engage in discussions or negotiations with or provide any information to, any person, firm or other entity or group concerning any merger, sale of substantial assets, purchase or sale of shares of capital stock or similar transaction involving any party. A party shall promptly communicate to any other party any inquiries or communications concerning any such transaction which they may receive or of which they may become aware.

Section 5.04 Consents and Approvals . The parties shall:

Section 5.05 Public Announcement . Unless otherwise required by applicable law, the parties hereto shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement and shall not issue any such press release or make any such public statement prior to such consultation.

Section 5.06 Stock Issuance . From and after the date of this Agreement until the Closing Date, neither ZY CAYMAN nor any of the Subsidiaries shall issue any additional shares of its capital stock.

ARTICLE VI

CONDITIONS TO OBLIGATIONS OF ZY CAYMAN

The obligations of ZY CAYMAN to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by ZY CAYMAN in its sole discretion:

Section 6.01 Representations and Warranties of ZYIL and the Subsidiaries. All representations and warranties made by ZYIL and the Subsidiaries in this Agreement shall be true and correct on and as of the Closing Date as if again made by them as of such date.

Section 6.02 Agreements and Covenants . ZYIL and the Subsidiaries shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date.

Section 6.03 Consents and Approvals . ZYIL shall have obtained all consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, including but not limited to the shareholders of ZYIL as required by the law of the Seychelles, required in connection with the execution, delivery and performance of this Agreement and all such consents, waivers, authorizations and approvals shall be in full force and effect on the Closing Date.

Section 6.04 No Violation of Orders . No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of any of the Subsidiaries shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 6.05 Due Diligence Review . ZY CAYMAN shall have completed its due diligence review of the Subsidiaries and shall be reasonably satisfied with the results of such review.

Section 6.06 Completion of Audits . Audits of the Subsidiaries for the periods required for the filing of the Form 6-K shall have been completed.

ARTICLE VII

CONDITIONS TO OBLIGATIONS OF ZYIL and CBTH

The obligations of ZYIL and CBTH to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by ZYIL and CBTH in their sole discretion:

Section 7.01 Representations and Warranties of ZY CAYMAN. All representations and warranties made by ZY CAYMAN in this Agreement shall be true and correct on and as of the Closing Date as if again made by ZY CAYMAN as of such date.

Section 7.02 Agreements and Covenants . ZY CAYMAN shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Section 7.03 Consents and Approvals . Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date.

Section 7.04 No Violation of Orders . No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of ZY CAYMAN shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 7.05 Not applicable

ARTICLE VIII  

TERMINATION AND ABANDONMENT

Section 8.01       Methods of Termination . This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time before the Closing:

b.       By ZYIL, upon a material breach of any representation, warranty, covenant or agreement on the part of ZY CAYMAN set forth in this Agreement;

c.       By ZY CAYMAN upon a material breach of any representation, warranty, covenant or agreement on the part of ZYIL or any of the Subsidiaries set forth in this Agreement;

d.       By any of ZYIL, CBTH or ZY CAYMAN, if the Closing shall not have been consummated before sixty (60) days after the date hereof.

e.       By any of ZYIL, CBTH or ZY CAYMAN if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Section 8.02 Procedure Upon Termination . In the event of termination and abandonment of this Agreement by any party pursuant to Section 8.01, written notice thereof shall forthwith be given to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action. If this Agreement is terminated as provided herein, no party to this Agreement shall have any liability or further obligation to any other party to this Agreement; provided, however, that no termination of this Agreement pursuant to this Article VIII shall relieve any party of liability for a breach of any provision of this Agreement occurring before such termination.

ARTICLE IX
MISCELLANEOUS

Section 9.01 Governing Law . This Agreement shall be governed by and construed in all respects by the internal laws of the Cayman Islands (except for the proper application of the United States federal securities laws), without giving effect to any choice of law or conflict of law provision or rule (whether of the Seychelles, the Hong Kong Special Administrative Region, the PRC or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the Cayman Islands.

Section 9.02 Notices, Etc. Unless otherwise specified within a provision of this Agreement all notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email or facsimile (provided confirmation of transmission is electronically or mechanically generated and kept on file by the sending party); (iii) ten business days after deposit with the Post Office in the Cayman Islands, Seychelles or Hong Kong, as applicable, when sent by registered or certified mail; or (iv) one business day after deposit with a recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses, email addresses and facsimile numbers for such communications shall be:

If to ZY CAYMAN:

Zhong Yuan Bio-Technology Holdings Limited

Suite 2432, Sun Hung Kai Centre

30 Harbour Road

Wanchai, Hong Kong

Attention: CHANG Ting Ting Tina

Email:  502332188@qq.com

Facsimile: ________________

With a copy to:

Schlueter & Associates, P.C.

5290 DTC Parkway, Suite 150

Greenwood Village, Colorado 80111

Attention: Henry F. Schlueter, Esq.

Email: hfs@schlueterintl.com

Facsimile: +1-303-648-5663

If to ZYIL:

Zhong Yuan Investment Limited

Suite 2432, Sun Hung Kai Centre

30 Harbour Road

Wanchai, Hong Kong

Attention: TANG Yau Sing Gareth

Email: gareth@gcaadvisors.com.hk

Facsimile: +852 2574 7287

If to CBTH:

China Bio-Technology Holdings Limited

Suite 2432, Sun Hung Kai Centre

30 Harbour Road

Wanchai, Hong Kong

Attention: TANG Yau Sing Gareth

Email: gareth@gcaadvisors.com.hk

Facsimile: +852 2574 7287

Section 9.03 Amendments and Waivers . No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 9.04 Expenses . Each party shall be responsible for their own costs and expenses.

Section 9.05 Section and Other Headings . The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 9.06 Counterparts . This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 9.07 Severability . If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid, legal and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential consideration to be delivered under this Agreement by one party to the other, the remaining provisions of this Agreement shall also be modified to the extent necessary to equitably adjust the parties’ respective rights and obligations hereunder.

Section 9.08 Telecopy Execution and Delivery . A facsimile, telecopy, email or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile transmission, by e-mail delivery of a “.pdf” format data file or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

Section 9.09 Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof. All proposals, negotiations and representations (if any) made prior, and with reference to the subject matter of this Agreement, are merged herein. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. Neither ZY CAYMAN nor ZYIL shall be bound by any oral agreement or representation, irrespective of when made.

Section 9.10 Survival of Representations, Warranties and Covenants . All of the representations and warranties made herein shall survive the execution and delivery of this Agreement, any investigation by or on behalf of ZYIL or acceptance of ZY CAYMAN Shares and payment therefor and shall survive until such time as ZY CAYMAN Shares have been sold or redeemed in full in cash. All covenants and indemnities made herein shall survive in perpetuity, unless otherwise provided in this Agreement.

Section 9.11 Remedies Cumulative . No failure or delay on the part of ZY CAYMAN or ZYIL in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to ZY CAYMAN or ZYIL at law, in equity or otherwise.

Section 9.12 Further Assurances . Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any governmental authority) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

Section 9.13 Disputes . Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted, as modified by the HKIAC Procedures for Administration of International Arbitration. The HKIAC shall administer any arbitration, which shall also be the appointing authority. The place of arbitration shall be in Hong Kong at the HKIAC, and the law of this arbitration clause shall be the law of Hong Kong. All matters relating to the Agreement shall be determined under Cayman law as provided above in Section 9.01. The number of arbitrators shall be one, and the arbitration proceedings shall be conducted in the English language. The parties to this Agreement expressly agree that the arbitrator shall award costs and attorneys’ fees in connection with any such arbitration proceeding in accordance with the provisions of the UNCITRAL Arbitration Rules or as the arbitrator shall determine in his or her sole and absolute discretion.

Section 9.14 Disclosure and Waiver of Conflicts . The parties acknowledge and agree that: (i) representatives of Schlueter & Associates, P.C., the attorneys that prepared this Agreement (the “Attorney”), have acted as legal counsel to ZY CAYMAN and to other entities that are either now or have been in the past affiliated with ZY CAYMAN and its shareholders, officers and directors, (ii) ZYIL and the Subsidiaries acknowledge that they have been advised by the Attorney that they should each have their own legal counsel to advise them with respect to this Agreement and the transactions that are contemplated by this Agreement, (iii) ZYIL and the Subsidiaries have decided even after being advised by the Attorney that they should each have their own separate legal counsel to not seek their own separate legal counsel, and (iv) ZYIL and the Subsidiaries understand that the Attorney is not representing them. Notwithstanding the foregoing, ZY CAYMAN desires the Attorney to represent it, and the officers and directors of ZY CAYMAN do hereby forever waive any claim that the Attorney’s representation of ZY CAYMAN or affiliates of ZY CAYMAN in the past or at present constitutes a conflict of interest in the preparation of this Agreement and legal representation of ZY CAYMAN in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, ZYIL and each of the Subsidiaries hereby forever waive any claim that they may now or may ever have against Attorney that Attorney violated ethical considerations relating to “conflict of interest” in connection with Attorney’s representation of ZY CAYMAN in the preparation of this Agreement and legal representation of ZY CAYMAN in connection with the transactions contemplated by this Agreement.

Section 9.15 Public Announcements . ZY CAYMAN shall promptly, but no later than four (4) business days following the effective date of this Agreement, issue a press release disclosing the transactions contemplated hereby. ZY CAYMAN shall also file with the SEC a Form 6-K describing the material terms of the transactions contemplated hereby as soon as practicable following the Closing Date but in no event more than four (4) business days following the Closing Date. Prior to the Closing Date, ZY CAYMAN, ZYIL and CBTH shall consult with each other in issuing the Form 6-K, the press release and any other press releases or otherwise making public statements or filings and other communications with the SEC or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, filings or other communications without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which case the disclosing party shall provide the other party with prior notice of no less than three (3) calendar days, of such public statement, filing or other communication and shall incorporate into such public statement, filing or other communication the reasonable comments of the other par

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

ZHONG YUAN BIO-TECHNOLOGY HOLDINGS LIMITED

By: /s/ CHANG Ting Ting Tina

Name: CHANG Ting Ting Tina

Title: President

ZHONG YUAN INVESTMENT LIMITED

By : /s/ TANG Yau Sing Gareth

Name: TANG Yau Sing Gareth

Title: Managing Director

CHINA BIO-TECHNOLOGY HOLDINGS LIMITED

By: /s/ TANG Yau Sing Gareth

Name: TANG Yau Sing Gareth

Title: Managing Director

ZHONG YUAN BIO-TECHNOLOGY (HONG KONG) LIMITED

By: /s/ TANG Yau Sing Gareth

Name: TANG Yau Sing Gareth

Title: Managing Director

ZHONG YUAN BIO-TECHNOLOGY (SHENZHEN) LIMITED

By : /s/ CHANG Ting Ting Tina

Name: CHANG Ting Ting Tina

Title: Managing Director

BAO FENG BIO-TECHNOLOGY (SHENZHEN) LIMITED

By : /s/ CHANG Ting Ting Tina

Name: CHANG Ting Ting Tina

Title: Managing Director