Exhibit 10.26


 


 


 


Equity Acquisition Agreement


 


Party A (acquirer): ZhongYuan Nervonic Acid
Biotechnology Co.


Address: 101-3036, 1st to 3rd
floor, Building 26, No. 17, Huanke Middle Road, Tongzhou Park, Zhongguancun Science and Technology Park, Tongzhou District, Beijing


Legal representative: Chang Yu


Unified Social Credit Code: 91110112MA0057HU7E


 


Party B (transferor): Baofeng Biotechnology (Beijing) Co.


Address: Room 525, 5/F, Building 3, No. 10, Anjing Street,
Shunyi District, Beijing


Legal representative: Chang Tingting


Unified social credit code: 9111 0117 0536 2938 X8


 


Party C (target company): Dandong Baofeng Seedling Technology
Co. Address: eleven groups of Changdiancheng Village, Changdian Town, Kuandian Manchu Autonomous County, Dandong City, Liaoning Province
Legal representative: Zhai Jiangyong


Unified Social Credit Code: 91210624MA0YGFHG56


 


Party D: Yanbian Baofeng Biotechnology Co.


Address: 1177 Kailaiying Road, High-tech Industrial
Park, Dunhua City Legal representative: Miao Yuhai


Unified Social Credit Code: 91222403MA158W8D1E


 


The parties hereto, through equal
and voluntary negotiation, and in accordance with the Civil Code of the People's Republic of China, the Company Law of the People's Republic
of China and relevant regulations, enter into this contract for mutual compliance in respect of the transfer of the equity interest held
by Party B to Party A in Party C.


 


Whereas.


Party B
offered Party A 100% equity interest in Dandong Baofeng Seedling Technology Co. As Party A holds equity in Party D, Party A's purchase
in this transaction is completed by paying part of cash plus equity in Party D.


After friendly negotiation, the parties
reached the following agreement:


 


Chapter I. Subject of the transfer


Article 1 Target Company


(hereinafter referred to as "the
target company" or "the company"), was established on March 11, 2019, with a registered capital of 1 million yuan and
an actual payment of 1 million yuan; its registered address is Eleven Group of Changdian City Village, Changdian Town, Kuandian Manzu
Autonomous County, Dandong City, Liaoning Province; its unified social credit code is 91210624MA0YGFHG56.


 


Article 2 Subject of the transfer


The subject of the transfer is
all 100% equity of the target company held by Party B (including its interests and its substantial assets, the same below). After Party
A acquires the target company, the 100% equity of the target company will be evaluated and made as the paid-up capital of Yanbian Baofeng
Biotechnology Co.


 






    	 



    	 



    

Article 3 Shareholding Structure


Pre-acquisition equity structure
of the target company: 100% owned by Party B; post-acquisition equity structure of the target company: 100% owned by Party D.


Chapter II Price and taxes
and fees


Article 4 Price


A third party
appraiser [Beijing Zhenglian Asset Appraisal Co., Ltd] jointly appointed by both parties, issued the "Appraisal Report No. A1-379"
on September 6, 2022 in respect of the value of the equity interest in the Target Company, and the shareholders' equity is RMB5,000,000.00.
The parties agree that the transfer price is RMB5,000,000.00.


 


Article 5 Payment


		5.1	Payment Method



Both parties
agree that the equity transfer price shall be paid by Party A to Party B in the form of "cash + equity", of which:


One million yuan (¥1,000,000.00)
in cash.


7% equity
interest in Yanbian Baofeng Biotechnology Co., Ltd. (100% equity interest in Yanbian Baofeng Biotechnology Co., Ltd. is evaluated at RMB
56,874,300.00 (see "Evaluation Report" No. [A1-378]), which consolidates the equity value of the subject company), and the remaining
price shall be paid in the amount of four million yuan (¥4,000,000.00).


 


		5.2	Payment time



Cash payment:
Within 90 working days after the completion of the delivery of the subject equity interest, Party A shall pay Party B 1million
yuan (¥1,000,000.00).


Equity
payment: Within 5 days after the completion of the delivery of the subject equity, both parties will cooperate with each other
to handle the procedures related to the change of registration of 7% equity of Yanbian Baofeng Biotechnology Co. If it is not possible
to handle the procedures related to the change of registration of 7% equity of Yanbian Baofeng Biotechnology Co, including the exercise
of the right of pre-emption by other shareholders or Party A does not cooperate in the transfer of equity, Party B has the right to request
Party A to pay the remaining equity transfer amount of RMB 4 million in cash.


 


Article 6 Taxes and Fees


Each party to the transaction shall
pay the relevant taxes and fees thatshould be borne by itself in accordance with the Chinese
tax law.


 


Chapter 3 Transfer Base Date and Settlement
Date


Article 7 Basis date of transfer


The parties
agree that the date of the benchmark contained in the Appraisal Report made by the third-party institution jointly commissioned by the
parties shall be the benchmark date for this equity transfer.


 






    	 



    	 



    

Article 8 Date of transfer and settlement


The parties
agree that the date of the registration application for this equity transfer shall be the date of settlement of this equity transfer.


 


Chapter 4 Transfer Handover


Article 9 Legal formalities for the transfer
of shareholding


Both parties
shall complete all legal procedures such as approval and change registration related to this equity transfer and complete the delivery
within 30 working days from the date of signing this Agreement. The completion of the settlement shall enable Party A to legally
own all the equity interests of the Target Company involved in this equity transfer and to counter any objection raised by any third party
to the Subject Equity Interest or Party A.


 


Article 10 Company property handover


10.1 
Party B shall prepare a balance sheet, a detailed statement of assets, a detailed statement of debts
and liabilities as of the date of transfer, as well as an Appraisal Report issued by a third party appraiser, which shall be attached
to this Agreement after confirmation by Party A.


10.2  
Party B shall, within 30 working days from the date of signing this Agreement, complete the
property transfer procedures of the Target Company with Party A. The transferred company property includes all assets of the target company
(including but not limited to physical assets, bank accounts, seals, contracts, files, books, financial statements, rights certificates,
etc.).


10.3  
The property handover list will be signed by both parties after the handover is completed.


Article 11 Effect of property handover


After this
equity transfer, Party A legally owns all the assets of the target company according to its share of the equity ratio.


 


Chapter 5 Debt


Article 12 Debt


12.1 
Party B undertakes that Party B shall be responsible for settling and assuming full liability for
all debts incurred by the Target Company before the date of transfer and outside the schedule of debts and liabilities agreed in 10.1
of this Agreement, including any form of borrowings or external guarantees and other implicit and contingent debts. After Party B has
assumed the corresponding responsibility and voluntarily waived the recourse to the Target Company or after the Target Company has assumed
the external responsibility, Party A or the Target Company shall have the right to recourse to Party B for full liability.


 


 




    	 



    	 



    


12.2 
The claims and debts set forth in the schedule of claims and debts agreed in 10.1 of this Agreement,
as well as those arising after the transfer and settlement, shall be enjoyed and borne by the changed company.


 


Chapter 6 Party A promises and guarantees


Article 13 Representations and warranties
of Party A


		13.1	Organization



Party A is
a company legally registered, validly existing and operating in good standing under the law.


		13.2	Authorization



Party A have
full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement. Party A have all necessary
corporate authority to enter into and perform this Agreement.


		13.3	Equity Payments



Party A owns
85% equity of Yanbian Baofeng Biotechnology Co., Ltd., and there is no third party interest that restricts external transfer. Party A
takes 7% equity of Yanbian Baofeng Biotechnology Co., Ltd. as the payment of the transaction price of this agreement, and should ensure
that other equity of Yanbian Baofeng Biotechnology Co., Ltd. agrees to the external transfer of Yanbian Baofeng Biotechnology Co., Ltd.
and waives the shareholders' right of first refusal.


 


Chapter 7 Party B commitment and guarantee


Article 14 Party B representations and
warranties


		14.1	Procedures and Resolutions



On the reference
date and before the settlement date, Party B has completed all relevant internal procedures required for the equity transfer.


		14.2	Ownership of Equity



Party B have
full title to the Subject Equity, free and clear of any pledges, liens, charges, encumbrances, rights of use, security interests, claims,
options and restrictions of any kind (hereinafter referred to as "Encumbrances"). There shall be no material change in any of
the rights attached to the Subject Equity Interest after the execution of this Agreement.


		14.3	Contributions



The amount
of capital contribution of the subject equity interest is one million yuan (¥1,000.000.00), and Party B has actually paid one million
yuan (¥1,000.000.00).


		14.4	Company assets



The Company
enjoys good and effective rights to tangible physical assets and intangible assets, and there is no mortgage, pledge, lien, seizure or
preservation, nor is there any dispute over ownership.


		14.5	Financial Statements



Party B shall
provide Party A with a balance sheet, a schedule of assets, a schedule of debts and liabilities as at the date of transfer and all previous
financial statements of the target company. All financial statements should be complete and correct, have been prepared in accordance
with the accounting rules applied on a continuing basis during their periods and present fairly, in all material respects, the financial
position as at the date of transfer and the results of operations and cash flows for each
period.


 






    	 



    	 



    

Chapter 8 Payment of capital


Article 15 Payment of capital contribution


The obligation
to pay the contribution of the subject equity interest, except for the part that has been actually paid by Party B as agreed in 14.3 of
this Agreement, shall be performed by Party A within the payment period stipulated in the Articles.


 


Chapter 9 Confidentiality


Article 16 Confidentiality


Each party
shall use its best efforts to maintain the confidentiality of all matters relating to the other party in all forms obtained by it as a
result of the performance of this Agreement, including but not limited to: the terms of this Agreement; the negotiation of the Agreement;
the subject matter of the Agreement; the trade secrets of each party; and the confidentiality of the contents of any business information,
materials and/or documents, including any contents of this Agreement and other matters in which the parties may cooperate. Except to the
extent that either party is required by law to disclose such confidential information to the relevant governmental authorities, or to
the direct legal and financial advisors of either party as necessary for its normal operations.


Article 17 Other obligations


The confidentiality
obligations described in this chapter shall survive the termination of this Agreement.


 


Chapter 10 Breach of contract


Article 18 Default


		18.1	Liability for breach of contract by the transferor



The transferor shall indemnify and hold
harmless the Acquirer and the Company from and against any and all losses suffered by the Acquirer arising out of or in connection with
any breach by the Grantor of any representation, warranty, undertaking or obligation under this Agreement.


		18.2	Liability for breach of contract by the acquirer



The Acquirer shall indemnify and
hold the Grantor harmless from any and all losses suffered by the Grantor arising out of or in connection with any breach by the Acquirer
of any representation, warranty, undertaking or obligation under this Agreement.


 


Chapter 11 Other


Article 19 Entry into force


This agreement will be effective
after both parties sign and seal. In order to fulfill this agreement, it is necessary for both parties to sign other agreements or legal
documents to supplement this agreement, including the simple equity transfer agreement required for industrial and commercial changes,
or the transaction documents for the equity of Yanbian Baofeng Biotechnology Co. If the content of the relevant agreement conflicts with
the content of this agreement, the content of this agreement shall prevail.


Article 20 Independence


The terms of this agreement are
independent, and if some of the terms are invalid, it does not affect the validity of the entire agreement.


Article 21 Communication


The contact information stated
in the first part of this Agreement shall be used as the address for service of all kinds of notices, agreements and other documents related
to this contract, as well as legal documents and legal papers in case of disputes regarding the contract; if one party modifies the contact
information, it shall notify the other party in writing, and the modification will be effective when received by the other party.


 


 






    	 



    	 



    

Article 22


This Agreement is signed in Beijing
on September 19, 2022, in four copies, two for each party.


 


Annexes.


		1.	Equity evaluation report of Dandong Baofeng Seedling Technology Co.



		2.	Equity evaluation report of Yanbian Baofeng Biotechnology Co.



(This page is the signature and seal page of the equity
transfer agreement of Dandong Baofeng Seedling Technology Co.)


 


Party A (acquirer).


 


 


Party B (transferor).


 


 


 


Party C (Target Company).


 


 


Party D: Yanbian Baofeng Biotechnology Co.


 


 


 


Date of Contract: