China SXT Pharmaceuticals, Inc. (Form: 20-F/A, Received: 08/19/2019 14:33:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

Amendment No. 1

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _____________.

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

Commission file number: 001-38773

China SXT Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in its Charter)

British Virgin Islands

(Jurisdiction of Incorporation or Organization)

178 Taidong Rd North, Taizhou

Jiangsu, China

(Address of Principal Executive Offices)

Alex Yao Shi

178 Taidong Rd North, Taizhou

Jiangsu, China

+86- 523-86298290

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange On Which Registered
Ordinary shares, par value US$0.001 per share		SXTC		NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Ordinary Shares

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Ordinary Shares

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of March 31, 2019 was: 22,706,701 ordinary shares, par value $0.001 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒

U.S. GAAP

☐

International Financial Reporting Standards as issued by the
International Accounting Standards Board

☐

Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☒ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

EXPLANATORY NOTE

China SXT Pharmaceuticals, Inc. (the “Company”) is filing this exhibit-only Amendment No. 1 (this “Amendment No. 1”) to its Annual Report on Form 20-F for the year ended March 31, 2019 (the “Form 20-F”), originally filed on August 15, 2019, solely for the purpose of adding Exhibits 4.13, 4.14, 4.15 and 4.16, which were inadvertently omitted from the Form 20-F.

In connection with the filing of this Amendment No. 1, the Company is including certifications of the Company's Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of such certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.

This Amendment No. 1 is limited in scope to the items identified above and should be read in conjunction with the Form 20-F. This Amendment No. 1 does not reflect events occurring after the filing of the Form 20-F and no revisions are being made to the Company's financial statements pursuant to this Amendment No. 1. Other than the filing of the information identified above, this Amendment No. 1 does not modify or update the disclosure in the Form 20-F in any way.

ITEM 19. EXHIBITS

Exhibit Number		Description of Documents

1.1		Amended and Restated Memorandum and Articles of Association ⁽¹⁾

2.1		Series A Senior Convertible Note, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Alto Opportunities Master Fund, SPC – Segregated Master Portfolio B ⁽⁵⁾

2.2		Series A Senior Convertible Note, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Hudson Bay Master Fund Ltd. ⁽⁵⁾

2.3		Series B Senior Secured Convertible Note, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Alto Opportunities Master Fund, SPC – Segregated Master Portfolio B ⁽⁵⁾

2.4		Series B Senior Secured Convertible Note, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Hudson Bay Master Fund Ltd. ⁽⁵⁾

2.5		Secured Promissory Notes, dated May 2, 2019, issued from Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B to the Company under the Note Purchase Agreement ⁽⁵⁾

2.6		Secured Promissory Notes, dated May 2, 2019, issued from Hudson Bay Master Fund Ltd. to the Company under the Note Purchase Agreement ⁽⁵⁾

2.7		Series A Investor Warrant, dated May 2, 2019 issued to Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B ⁽⁵⁾

2.8		Series A Investor Warrant, dated May 2, 2019 issued to Hudson Bay Master Fund Ltd. ⁽⁵⁾

2.9		Series B Investor Warrant, dated May 2, 2019 issued to Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B ⁽⁵⁾

2.10		Series B Investor Warrant, dated May 2, 2019 issued to Hudson Bay Master Fund Ltd. ⁽⁵⁾

2.11		Series A Placement Agent Warrant, dated May 2, 2019 issued to FT Global Capital, Inc. ⁽⁵⁾

2.12		Series B Placement Agent Warrant, dated May 2, 2019 issued to FT Global Capital, Inc. ⁽⁵⁾

4.1		Exclusive Business Cooperation Agreement, dated October 13, 2017, between WFOE and Suxuantang ⁽²⁾

4.2		Share Pledge Agreement dated October 13, 2017, between WFOE, Di Zhou, Ziquan Zhou, Feng Zhou and Suxuantang ⁽²⁾

4.3		Exclusive Option Agreement dated October 13, 2017, between WFOE, Di Zhou, Ziquan Zhou, Feng Zhou and Suxuantang ⁽²⁾

4.4		Form of Power of Attorney dated October 13, 2017, between WFOE, Di Zhou, Ziquan Zhou, Feng Zhou and Suxuantang ⁽²⁾

4.5		Form of Escrow Agreement ⁽¹⁾

4.6		Securities Purchase Agreement, dated April 15, 2019, among China SXT Pharmaceuticals, Inc. and the investor parties thereto ⁽⁵⁾

4.7		Amendment No. 1 to Securities Purchase Agreement, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and the investors thereto ⁽⁵⁾

4.8		Registration Rights Agreement, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and the investors under the Securities Purchase Agreement ⁽⁵⁾

4.9		Note Purchase Agreement, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B under the Securities Purchase Agreement ⁽⁵⁾

4.10		Note Purchase Agreement, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Hudson Bay Master Fund Ltd. under the Securities Purchase Agreement ⁽⁵⁾

4.11		Master Netting Agreement, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B under the Securities Purchase Agreement ⁽⁵⁾

4.12		Master Netting Agreement, dated May 2, 2019, by and among China SXT Pharmaceuticals, Inc. and Hudson Bay Master Fund Ltd. under the Securities Purchase Agreement ⁽⁵⁾

4.13		Limited Partnership Admission Agreement *

4.14		Supplement Agreement to the Limited Partnership Agreement *

4.15		Supplement Agreement No.1 to the Limited Partnership Admission Agreement *

4.16		Supplement Agreement No.2 to the Limited Partnership Admission Agreement *

8.1		List of Subsidiaries and Consolidated Variable Interest Entities ⁽²⁾

12.1		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

12.2		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

13.1		CEO and CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

23.1		Consent of Independent Auditors ***

101.INS		XBRL Instance Document ***

101.SCH		XBRL Taxonomy Extension Schema Document ***

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document ***

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document ***

101.LAB		XBRL Taxonomy Extension Label Linkbase Document ***

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document ***

*	Filed as an exhibit hereto.
**	Furnished with the initial filing of the Registrant’s Annual Report on Form 20-F filed on August 15, 2019.
***	Filed with the initial filing of the Registrant's Annual Report on Form 20-F filed on August 15, 2019.

(1)	Incorporated by reference to our Registration Statement on Form F-1/A, filed on April 20, 2018.
(2)	Incorporated by reference to our Registration Statement on Form F-1, filed on December 4, 2017.
(3)	Incorporated by reference to our Form 6-K, filed on April 17, 2019.
(4)	Incorporated by reference to our Form 6-K, filed on May 3, 2019.
(5)	Incorporated by reference to our Form F-1/A, filed on June 21, 2019.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	China Pharmaceuticals, Inc.

	/s/ Feng Zhou
	Name: Feng Zhou
	Title: Chief Executive Officer

Date: August 19, 2019

Exhibit 4.13

English Translation

Huangshan Panjie Investment Fund LLP

Limited Partnership Admission Agreement

This agreement was signed by and among the following parties on June 10, 2019 at Huangshan High-tech Industrial Development Zone (former Huangshan Economic Development Zone), Anhui, China:

New Limited Partner: Jiangsu Su Xuan Tang Pharmaceutical Co., Ltd. (“New Limited Partner”)

General Partner: Huangshan Panjie Investment Management Co., Ltd. (“Huangshan Panjie”)

General Partner: Anhui GOHO Private Equity Management Co., Ltd. (“Anhui GOHO”)

Limited Partner: Huangshan Development & Investment Corporation Ltd. (“HDI”)

Limited Partner: Shanghai Panjie Investment Co., Ltd. (“Shanghai Panjie”)

Article 1. Admission of the New Limited Partner

1. The New Limited Partner agrees to join the Huangshan Panjie Investment Fund LLP (the “Fund”) and become a limited partner of the Fund.

2. The New Limited Partner agrees to subscribe for a capital contribution of RMB 50 million. And the New Limited Partner will subscribe RMB 25 million for an initial capital contribution within three days after the signing of the “Supplement Agreements to the Huangshan Panjie Investment Fund LLP Limited Partnership Admission Agreement. The remaining capital contribution of RMB 25 million will be submitted fully and on time, no later than October 31, 2019.

3. The New Limited Partner agrees to be subject to all the terms and conditions in the Huangshan Panjie Investment Fund LLP Partnership Admission Agreement and the Supplement Agreements to the Huangshan Panjie Investment Fund LLP Limited Partnership Agreement” (“Partnership Admission Agreement & Supplementary Agreement”).

Article 2. Representations and Warranties provided by the New Limited Partner

1. The New Limited Partner has carefully read and signed the partnership agreement & supplemental agreement (attached) and the Limited Partnership Admission Agreement provided by the executive partner. The signature is the presentation of the New Limited Partner’s true meaning. The rights and obligations between the New Limited Partner and the other partners are stipulated by the partnership agreement & supplemental agreement, as well as this Limited Partnership Admission Agreement.

2. The New Limited Partner has the knowledge and experience in the fields of finance and commerce, and the ability to weigh the benefits and risks of the partners’ equity investment. The New Limited Partner is able to withstand the risks of the equity investment and understand the risks and other relevant considerations of the partnership.

3. The New Limited Partner knows that it must register in the relevant industrial and commercial registration department, and fulfills the capital contribution obligations (if any) in accordance with the partnership agreement & supplemental agreement, as well as this agreement. The New Limited Partner understands and agrees to the legal effect of this agreement. And the withdrawal of the partnership after joining the Fund must be handled in accordance with the partnership agreement. The partnership agreement stipulates the rights, obligations and withdrawals of the limited partnership, and all New Limited Partners guarantee that they have the right and ability to sign this agreement and legally binding documents.

4. The New Limited Partner has the appropriate right or authority to sign this agreement and other documents relevant to the agreement. The New Limited Partner further agrees to fully fulfill the obligations under these documents and completes the formalities specified in these documents.

Article 3. Legal Rights of the New Limited Partner

The New Limited Partner will be admitted to be a limited partner of the Fund after this agreement is accepted by all the existing partners and the corresponding partnership agreement and supplementary agreement are signed. The executive partner has been entrusted with the management and operation of the Fund. All New Limited Partners have the right to supervise the partnership business in accordance with relevant laws, regulations and the partnership agreement. These legal powers are irrevocable and sustainable until the New Limited Partner withdraws from the partnership, unless the partner has withdrawn from the partnership in accordance with the relevant partnership agreement, laws and regulations.

Article 4. Liability for breach of contract

1. As of the date of signing this Agreement, all information provided by the New Limited Partner to the Fund is correct and complete. The New Limited Partner agrees to notify the executive partner as soon as any statements, warranties or other information in the agreement change.

2. If any New Limited Partner breaches the partnership agreement or this agreement causes losses to the Fund or other partners, the partner will be liable for compensation.

Article 5. Governing Law and Dispute Resolution

The interpretation and enforcement of this agreement shall be governed by the laws of the People’s Republic of China. Any dispute arising from this agreement shall be settled by the Huangshan Arbitration Commission.

Article 6. Other

1. For the purpose of notification, the new limited partner Jiangsu Su Xuan Tang Pharmaceutical Co., Ltd. provides the following communication information:

Limited Partner: Jiangsu Su Xuan Tang Pharmaceutical Co., Ltd.

Contact:

Feng Zhou

Address: No.178, Taibei East Road, Taidong Town, Taizhou, Jiangsu

Zip code: 225300

Phone: 0523-86299087; Fax: 0523-86299087

Email:545478714@qq.com

2. There are seven copies of this agreement for each partner. The Fund keeps one copy. And the other one is used for the relevant industrial and commercial registration procedures. Each of them has the same legal effect.

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Huangshan Panjie Investment Fund LLP Limited Partnership Admission Agreement]

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This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Huangshan Panjie Investment Management Co., Ltd. (sealed)

Legal representative or authorized agent (signature): Renyong Li (sealed)

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This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Anhui GOHO Private Equity Management Co., Ltd. (sealed)

Legal representative or authorized agent (signature): Qing Zhou (sealed)

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This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Huangshan Development & Investment Corportation Ltd. (sealed)

Legal representative or authorized agent (signature): Yanan Wang (sealed)

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This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Shanghai Panjie Investment Co., Ltd. (sealed)

Legal representative or authorized agent (signature): Renyong Li (sealed)

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This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Jiangsu Su Xuan Tang Pharmaceutical Co., Ltd. (sealed)

Legal representative or authorized agent (signature): Feng Zhou (sealed)

Exhibit 4.14

English Translation

Supplement Agreement

Huangshan Panjie Investment Fund LLP Limited Partnership Agreement

June, 2019

Supplement Agreement to the Huangshan Panjie Investment Fund LLP Limited Partnership Agreement

The Huangshan Panjie Investment Fund LLP Limited Partnership Admission Agreement was signed by the following partners on June 10, 2019 in Huangshan High-tech Industrial Development Zone (former Huangshan Economic Development Zone), Anhui, China:

New Limited Partner: Jiangsu Su Xuan Tang Pharmaceutical Co., Ltd. (“New Limited Partner”)

General Partner: Huangshan Panjie Investment Management Co., Ltd. (“Huangshan Panjie”)

General Partner: Anhui GOHO Private Equity Management Co., Ltd. ("Anhui GOHO")

Limited Partner: Huangshan Development & Investment Corporation Ltd. (“HDI”)

Limited Partner: Shanghai Panjie Investment Co., Ltd. (“Shanghai Panjie”)

(The above "Huangshan Panjie", "Anhui GOHO", "HDI", and "Shanghai Panjie" are referred to as "existing partners")

WHEREAS:

1. The existing partners signed the “Huangshan Panjie Investment Fund LLP Limited Partnership Agreement”( “Partnership Agreement”) on March 26, 2018 in the Huangshan Economic Development Zone (now Huangshan High-tech Industrial Development Zone), Anhui, China. They agreed to initiate the establishment of Huangshan Panjie Investment Fund LLP ("Fund").

2. As a limited partner, HDI has subscribed additional 15 million yuan in the Fund, with the unanimous consent of all partners.

3. Su Xuan Tang has signed the “Huangshan Panjie Investment Fund LLP Limited Partnership Admission Agreement” (hereinafter referred to as “Agreement Admitting a New Partner”). The existing partners agree that Su Xuan Tang is a new limited partner of the Fund.

The partners to this agreement reached a supplementary agreement (hereinafter referred to as "this agreement") on the unfinished matters related to the "Partnership Agreement" and "Agreement Admitting a New Partner" through friendly negotiation as follows:

Article 1.

The existing partners agree that the Fund introduced Su Xuan Tang as a new limited partner (hereinafter referred to as "new partner") of the Fund. According to the “Agreement Admitting a New Partner” signed by the existing partners and the new partner under the “Partnership Agreement”, the new partner subscribed RMB 50 million.

Article 2.

The parties to this agreement agree to amend the Partnership Agreement. And the specific terms are changed as follows:

1. The original agreement in Section 3.1 of the Partnership Agreement is:

"3.1 Capital Contributions

3.1.1 The total capital contributions of the enterprise shall be RMB 51.01 million (Chinese capital amount: 伍仟壹佰零壹万元整 ). The enterprise can increase the capital and expand subscription scale with the unanimous consent of all the partners, which is subject to a separate supplementary agreement.

3.1.2 The specific capital contribution of each partner is set in Article 5.1 of this Agreement.”

Be amended to:

3.1 Capital Contributions

3.1.1 The total capital contributions of the enterprise shall be RMB 11,601 million (Chinese capital amount: 壹亿壹仟陆佰零壹万元整 ). The enterprise can increase the capital and expand subscription scale with the unanimous consent of all the partners, which is subject to a separate supplementary agreement.

3.1.2 The specific capital contribution of each partner is stipulated in the Supplemental Agreement to the Huangshan Panjie Investment Fund LLP Limited Partnership Agreement.”

2. The original agreement in Section 4.1.2 of the Partnership Agreement is:

"4.1.2 The general partner contributions:

Huangshan Panjie Investment Management Co., Ltd. shall subscribe for a total of RMB 1 million in monetary terms, and the general partnership share of the partnership fund, accounting for 1.96% of the fund's total share.

Anhui GOHO Private Equity Management Co., Ltd. shall subscribe for a total of RMB 10,000 in monetary terms, and the general partnership share of the partnership fund, accounting for 0.02% of the fund's total share.”

Be amended to:

"4.1.2 The general partner contributions:

Anhui GOHO Private Equity Management Co., Ltd. shall subscribe for a total of 10,000 yuan in monetary terms, and the general partnership share of the partnership fund, accounting for 0.01% of the fund's total share.”

3. The original agreement in Section 5.1 of the Partnership Agreement is:

"5.1 Limited Partners

The limited partners of the Fund are as follows:

Huangshan Development & Investment Corporation Ltd.: The residence is No. 50 Meilin Avenue, Huangshan Economic Development Zone. The legal representative is Guanghan Hu.HDI shall subscribe for 25 million yuan in monetary terms and the limited partnership share of the partnership fund, accounting for 49.01% of the fund's total share.

Shanghai Panjie Investment Co., Ltd.: The residence is Room 3082, Building 23, No. 1142, Kongjiang Road, Yangpu District, Shanghai. The legal representative is Renyong Li.Shanghai Panjie shall subscribe for 25 million yuan in monetary terms, and the limited partnership share of the partnership fund, accounting for 49.01% of the fund's total share.”

Now amended to:

"5.1 Limited Partners

The limited partners of the Fund are as follows:

Huangshan Development & Investment Corporation Ltd.: The residence is No. 50 Meilin Avenue, Huangshan Economic Development Zone. The legal representative is Guanghan Hu.HDI shall subscribe for 40 million yuan in monetary terms and the limited partnership share of the partnership fund, accounting for 34.48% of the fund's total share.

Jiangsu Su Xuan Tang Pharmaceutical Co., Ltd.: The residence is No. 178, Taibei East Road, Taidong Town, Taizhou, Jiangsu. The legal representative is Feng Zhou. Su Xuan Tang shall subscribe for 50 million yuan in monetary terms and the limited partnership share of the partnership fund, accounting for 43.10% of the fund’s total share. Su Xuan Tang shall subscribe RMB 25 million for the first capital contribution. And the remaining capital contribution of RMB 25 million will be made fully and on time, no later than October 31, 2019.”

Article 3.

The parties to this agreement agree that they will actively cooperate with the Fund to complete the statutory examination and approval filing procedures such as the admission of the new limited partner and the change of the existing limited partner's subscribed capital contribution. The agreement is effective and the share of the partnership is changed after the completion of the industrial and commercial registration. And the corresponding rights and obligations of the parties to the agreement will change accordingly as the partnership share.

Article 4.

Each party to this Agreement shall be responsible for the confidentiality of the business secrets of other parties during the negotiation, signing and execution of this Agreement. The parties hereto shall be responsible for the confidentiality of the business information of the enterprise that he or she has learned through the report and the annual meeting. However, for the purpose of this agreement, it shall be disclosed to lawyers, market makers and other intermediaries, or in accordance with the provisions of laws, regulations or regulatory authorities, or to the courts, arbitration tribunals, etc. to resolve disputes related to this agreement. And such disclosure will not be considered as breach of confidence.

Article 5.

The parties to this Agreement agree that the disputes arising from the implementation of the Partnership Agreement and this Agreement and the disputes between them shall be settled through friendly negotiation firstly by the relevant parties. If the settlement can’t be resolved by negotiation, each partner has the right to apply to the Huangshan Arbitration Commission for arbitration. The fees actually paid by the partner for arbitration (including but not limited to arbitration, reasonable attorney, appraisal, travel, evaluation and auction fees, etc.) shall be borne by the losing partner.

Article 6

This Agreement is a supplement to the "Partnership Agreement". Please follow this agreement if there are any absent, unclear or inconsistent matters in the "Partnership Agreement" and the terms’ changes. The matters not covered in this agreement shall be separately agreed by the parties in accordance with the “Partnership Agreement”.

Article 7

There are ten copies of this Agreement. Each parties hereto this agreement holds one copy. And one is used for the relevant industrial and commercial registration procedures. The rest are kept by the Fund. Each of them has the same legal effect.

Article 8

The Agreement comes into effect and terminates.

1 . This Agreement shall be effective immediately upon the signature (seal) of the legal representative or authorized agent of the parties and official seals.

2. The validity of this Agreement for any partner shall be passed to its heirs, successors, assignees, and agents.

3. When this Agreement is revised, its revised version will become effective after the signing of all partners.

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This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Huangshan Panjie Investment Management Co., Ltd. (sealed)

Legal representative or authorized agent (signature): Renyong Li (sealed)

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This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Anhui GOHO Private Equity Management Co., Ltd. (sealed)

Legal representative or authorized agent (signature): Qing Zhou (sealed)

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This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Huangshan Development & Investment Corportation Ltd. (sealed)

Legal representative or authorized agent (signature): Yanan Wang (sealed)

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This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Shanghai Panjie Investment Co., Ltd. (sealed)

Legal representative or authorized agent (signature): Renyong Li (sealed)

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This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Jiangsu Su Xuan Tang Pharmaceutical Co., Ltd. (sealed)

Legal representative or authorized agent (signature): Feng Zhou (sealed)

Exhibit 4.15

English Translation

Supplement Agreement No. 1

Huangshan Panjie Investment Fund LLP Limited Partnership Admission Agreement

This Huangshan Panjie Investment Fund LLP Limited Partnership Admission Agreement was signed by the following partners on June 10, 2019 in Huangshan High-tech Industrial Development Zone (former Huangshan Economic Development Zone), Anhui, China:

New Limited Partner: Jiangsu Su Xuan Tang Pharmaceutical Co., Ltd. ("New Limited Partner")

General Partner: Huangshan Panjie Investment Management Co., Ltd. (“Huangshan Panjie”)

General Partner: Anhui GOHO Private Equity Management Co., Ltd. ("Anhui GOHO")

Limited Partner: Huangshan Development & Investment Corporation Ltd. (“HDI”)

Limited Partner: Shanghai Panjie Investment Co., Ltd. (“Shanghai Panjie”)

Article 1 WHEREAS, The “Huangshan Panjie Investment Fund LLP Limited Partnership Admission Agreement” (the “Partnership Admission Agreement”) was signed, all parties hereby agree to amend the Partnership Admission Agreement. And the specific terms are changed as follows:

1. The original No.2 in Article 1 of the Partnership Admission Agreement is:

The New Limited Partner promises to subscribe for a capital contribution of RMB 50 million. And the New Limited Partner will subscribe RMB 25 million for a initial capital contribution within three days after the signing of the “Supplemental Agreement on the “Huangshan Panjie Investment Center (Limited Partnership) Partnership Agreement”. The remaining capital contribution of RMB 25 million will be submitted fully and on time, no later than October 31, 2019.

Be amended to:

The New Limited Partner agrees to subscribe for a capital contribution of RMB 50 million. It is agreed that the New Limited Partner will subscribe RMB 25 million for an initial capital contribution within three days after the signing of the Supplement Agreement No.1 to “Huangshan Panjie Investment Fund LLP Limited Partnership Admission Agreement”, which was approved in the fourth partner meeting. The remaining capital contribution of RMB 25 million will be submitted fully and on time, no later than October 31, 2019.

2. The original No.1 in Article 2 of the Partnership Admission Agreement is:

The New Limited Partner has carefully read and signed the Limited Partnership Agreement and supplemental agreement (attached) and the agreement admitting a New Limited Partner provided by the executive partner. The signature is the presentation of the New Limited Partner's true meaning. The rights and obligations between the New Limited Partner and the other partners are stipulated by the partnership agreement & supplemental agreement, as well as this agreement.

Be amended to:

The New Limited Partner has carefully read the partnership agreement & supplemental agreements (attached) (Which include partnership agreement & supplemental agreement signed by Huangshan Panjie and Anhui GOHO, as well as partnership agreement & supplemental agreement 2), the supplemental agreement about Huangshan Panjie capital contributions and shares ratios approved in the third partners meeting, the supplemental agreement about admitting Su Xuan Tang as a New Limited Partner approved in the fourth meeting. All agreements are provided by the executive partner. And the New Limited Partner has signed the Partnership Admission Agreement and its supplemental agreement.

The signature is the presentation of the New Limited Partner's true meaning. The rights and obligations of the New Limited Partner and the other partners are stipulated by the partnership agreement & its supplemental agreements, Partnership Admission Agreement, Supplement Agreements to Partnership Admission Agreement as well as this agreement.

Article 2 There are seven copies of this agreement for each partner. The Fund keeps one copy. And the other one is used for the relevant industrial and commercial registration procedures. Each of them has the same legal effect.

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[The remainder of this page is intentionally left blank. It is the signature page of the Supplement Agreement No.1 to Huangshan Panjie Investment Fund LLP Limited Partnership Admission Agreement, Page 1/5 ]

This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Huangshan Panjie Investment Management Co., Ltd.(seal)

Legal representative or authorized agent (signature):

This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Anhui GOHO Private Equity Management Co., Ltd. (seal)

Legal representative or authorized agent (signature):

This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Huangshan Development & Investment Corporation Ltd. (seal)

Legal representative or authorized agent (signature):

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This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Shanghai Panjie Investment Co., Ltd.(seal)

Legal representative or authorized agent (signature): Renyong Li (sealed)

This Agreement was signed by the following parties at the date and location listed at the beginning of this Agreement:

General Partner: Jiangsu Su Xuan Tang Pharmaceutical Co., Ltd. (sealed)

Legal representative or authorized agent (signature): Feng Zhou (sealed)

Exhibit 4.16

English Translation

Supplement Agreement No. 2 to Limited Partnership Admission Agreement

Huangshan Panjie Investment Management Co., Ltd.

Jiangsu Su Xuan Tang Pharmaceutical Co. Ltd.

Party A: Huangshan Panjie Investment Management Co., Ltd

Legal Representative: LI, Ren Yong

Party B: Jiangsu Su Xuan Tang Pharmaceutical Co., Ltd.

Legal Representative: ZHOU, Feng

In view of Supplement Agreement to Huangshan Panjie Investment Center (Limited Partnership) Partnership Admission Agreement signed by Party A and Party B, agreeing that Party B make RMB 2,500 of capital contribution to Party A which be managed by Huangshan Panjie Investment Fund LLP (“Fund”), and with the aim of rational use of the capital contribution, Party A and Party B herewith agree to reach the following Supplement Agreement on the bilateral use, and distribution of capital gains

Article 1. Use of the Capital Contribution

1. Starting from the day when the Fund receives the capital contribution from Party B, the contribution must be listed separately on the Fund. If the Fund needs to use the capital contribution for investment, it is subject to following processes for approval:

(1) The voting committee of the Fund votes in accordance with the current procedures;

(2) Party A must obtain written consent from Party B even when the voting committee agrees to make external investment. If Party B continues make more capital contribution to the Fund, it shall subject to this Supplement Agreement.

Article 2. Distribution of Capital Gains

In accordance with the stipulation of capital gains distribution on the Supplement Agreement to Huangshan Panjie Investment Fund LLP Limited Partnership Admission Agreement, Party A will take 20% of the carried interest that Party B generates based on its the portion of capital contribution to the Fund, and the rest 80% of the carried interest belongs to Party B.

Article 3. Legal Validity of this Supplement Agreement and Others

This Supplement Agreement will become effective immediately on the day signed by representative or authorized representative and sealed.

This Supplement Agreement is in duplicate, one for each Party. Each of them has the same legal validity.

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[Signature page for the Supplement Agreement No. 2 to Limited Partnership Admission Agreement]

Party A: Huangshan Panjie Investment Management Co., Ltd (sealed)

Legal representative or authorized representative (signature): Renyong Li (sealed)

Party B: Jiangsu Su Xuan Tang Pharmaceutical Co., Ltd. (sealed)

Legal representative or authorized representative (signature): Feng Zhou (sealed)

Exhibit 12.1

Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)
and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Feng Zhou, certify that:

	1.	I have reviewed this annual report on Form 20-F of China SXT Pharmaceuticals, Inc.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	Date:	August 19, 2019

		/s/ Feng Zhou
	Name:	Feng Zhou
	Title:	Chief Executive Officer (Principal Executive Officer)

Exhibit 12.2

Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)
and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Yao Shi, certify that:

	1.	I have reviewed this annual report on Form 20-F of China SXT Pharmaceuticals, Inc.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	Date:	August 19, 2019

		/s/ Shi Yao
	Name:	Shi Yao
	Title:	Chief Financial Officer ( Principal Financial Officer )