Exhibit 4.1


 


Prepayment
and AMENDMENT AGREEMENT


 


This Prepayment and
Amendment Agreement (this “Agreement”) is made and entered into as of November 20, 2020 by and among boqi
international medical inc., a company organized under the laws of the state of Delaware (“Parent”), BEIJING
XIN RONG XIN INDUSTRIAL DEVELOPMENT CO., LTD., a company organized under the laws of the People’s Republic of China {“PRC”)
(“Buyer”), CHONGQING GUANZAN TECHNOLOGY CO., LTD., a company organized under the laws of the PRC (“Guanzan”)
and Ms. Li Zhou, an individual residing in the PRC (“Seller”). Each of the parties named above may be referred
to herein as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, Buyer,
Parent, Seller and Guanzan are parties to that certain Stock Purchase Agreement dated as of February 1, 2020 (the “Original
Agreement”), where Buyer purchased all the issued and outstanding shares of capital stock of Guanzan from Seller;


 


WHEREAS, under
the Original Agreement, in addition to the issuance of 950,000 shares of Parent’s common stock to Seller at closing as partial
consideration of 100% of Guanzan’s equity interests, Buyer agreed to pay Seller RMB 80,000,000 (the “Cash Consideration”),
subject to adjustment based on Guanzan’s Revenue (as defined in the Original Agreement) in 2020 and 2021;


 


WHEREAS, Buyer
and Seller have agreed that Buyer will make a prepayment to Seller based on Guanzan’s pro rata Revenue for the period from
the Closing Date to September 30, 2020, as part of the Cash Consideration;


 


WHEREAS, the
Parties also desire to amend certain terms and conditions of the Original Agreement with respect to the adjustment to the Cash
Consideration;


 


WHEREAS, pursuant
to Section 13.7 of the Original Agreement, amendments to the Original Agreement shall be in writing and shall require the
written consent of all parties involved; and


 


WHEREAS, the undersigned constitute
all parties to the Original Agreement.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:


 


1. Defined
Terms. Capitalized terms used but not otherwise defined shall have the meanings ascribed to such terms in the Original Agreement.


 


2. Prepayment.


 


(1) Buyer
hereby agrees to make a payment in the amount of RMB 20,000,000 (the “Prepayment”) to Seller, in the form and
method as set forth in Sections 2 (2) and (3) hereof, as part of the Purchase Price for the Shares. The entire amount of
the Prepayment shall be deducted from the Second Payment payable to Seller pursuant to the Original Agreement.


 






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(2) The
Parties agree that the Buyer’s option (the “Buyer’s Option”) as set forth in Section 2.6(d)
of the Original Agreement shall apply to the Prepayment. Buyer hereby elects to exercise the Buyer’s Option. Buyer and Shall
agree that, notwithstanding anything to the contrary set forth in the Original Agreement, the price of the Common Stock to be used
to calculate the total number of Parent Shares to be issued to Seller as the Prepayment under Section 2.6(d) of the Original
Agreement shall be $3.00.


 


(3) The
Parent Shares to be issued to Seller pursuant to Section 2(2) hereof shall be delivered to Seller on the later to occur
of (X) thirty (30) days from the date hereof, or (Y) the date when all the regulatory and shareholders’ approval and consent,
if necessary, have been obtained by Parent for the issuance.


 


3. Amendment.
The Parties hereby agree to amend the Original Agreement (as amended by this Agreement, the “Amended Agreement”)
as follows:


 


(1) Addition
of Definition. Two new definitions are hereby added to Section 1 of the Original Agreement to read as follows:


 


“ “2020
Pro Rata Percentage” means 78.6%, which is the result of (X) the total number of days from the Closing Date to
December 31, 2020, divided by (Y) 365.


 


“Prepayment”
means the payment made to Seller pursuant to the Prepayment and Amendment Agreement dated as of November 29, 2020 by and among
Buyer, Parent, Seller and Guanzan.”


 


(2) Amendment
to Section 2.3(b). Section 2.3 (b) of the Original Agreement is hereby amended and restated in its entirety to
read as follows:


 


“2.3
(b)On the Second Payment Date (as defined below), Buyer shall make a cash payment (the “Second Payment”),
the amount of which shall be the result of RMB 40,000,000 minus the Prepayment minus the amount (the “2020 Adjustment
Amount” which may be a positive or negative number) described in Section 2.6 (a)(v), to Seller.”


 


(3) Amendment
to Section 2.6(a)(v). Section 2.6(a)(v) of the Original Agreement is hereby amended and restated in its entirety
to read as follows:


 


		“(v)	Adjustment to the Second Payment



 


(A) If
the value of Revenue as shown in the Final 2020 Revenue Statement equals or exceeds the result of RMB 100,000,000 multiplied by
the 2020 Pro Rata Percentage (such result, the “2020 Target”), the 2020 Adjustment Amount shall be negative
RMB 40,000,000. The Second Payment calculated by using the 2020 Adjustment Amount pursuant to this Section 2.6(a)(v)(A)
shall be referred to herein as the “Performance Award.


 


(B) If
the value of Revenue as shown in the Final 2020 Revenue Statement equals or exceeds the result of RMB 80,000,000 multiplied by
the 2020 Pro Rata Percentage but is less than the 2020 Target, the 2020 Adjustment Amount shall be 0.


 






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(C) If
the value of Revenue as shown in the Final 2020 Revenue Statement is less than the result of RMB 80,000,000 multiplied by the 2020
Pro Rata Percentage, the 2020 Adjustment Amount shall be the result of RMB 40,000,000 × ((RMB80,000,000-Revenue) /RMB80,000,000).”


 


(4) Amendment
to Section 2.6(b)(v)(B). Section 2.6(b)(v)(B) of the Original Agreement is hereby amended and restated in its
entirety to read as follows:


 


		“(B)	If the value of Revenue as shown in the Final
2021 Revenue Statement is less than RMB 80,000,000, the 2021 Adjustment Amount shall be the result of RMB 40,000,000 × ((RMB80,000,000-Revenue)
/RMB80,000,000)).”



 


 (5) Reference to and Effect on the Original Agreement. On or after the date hereof, each reference in the Original Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Original Agreement as amended hereby. No reference to this Agreement need be made in any instrument or document at any time referring to the Original Agreement, a reference to the Original Agreement in any of such to be deemed a reference to the Amended Agreement.




 


 (6) No Other Amendments. Except as set forth herein, the Original Agreement shall remain in full force and effect in accordance with its terms, which such terms are hereby ratified and confirmed and remain in full force and effect.




 


4. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.


 


5. Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


 


6. Governing
Law. This Agreement and all acts and transactions pursuant hereto and the rights of obligations of the parties hereto shall
be governed, construed and interpreted in accordance with the laws of the State of New York without regard to its choice of laws
principles. Any unresolved controversy or claim arising out of this Agreement will be governed in accordance with the provisions
of the Original Agreement.


 


7. Representation
by Counsel. Each of the parties hereto has been represented or has had the opportunity to be represented by legal counsel of
their own choice.


 


(Signature Pages Follow)


 




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IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above written.


 


	BUYER:	 
	 	 
	BEIJING XIN RONG XIN 

INDUSTRIAL DEVELOPMENT CO., LTD.	 
	 	 
	By:  	/s/ Fuqing Zhang	 
	Name: 	Fuqing Zhang	 
	Title:  	General Manager	 


 


	PARENT:	 
	 	 
	BOQI INTERNATIONAL MEDICAL INC.	 
	 	 
	By:	/a/ Tiewei Song	 
	Name:	Tiewei Song	 
	Title:  	CEO	 


 


SELLER:


 


	LI ZHOU	 
	 	 
	By:	/s/ Li Zhou	 
	Name: 	Li Zhou	 
	 	Address: 12th floor, Block A, Shenjisuofeite business Building, No.137, Keyuan 2nd Road, Jiulongpo District, Chongqing City, PRC	 



 


	GUANZAN:	 
	 	 
	CHONGQING GUANZAN TECHNOLOGY CO., LTD.
	 
	By: 	/s/ Li Zhou	
	Name: 	Li Zhou	 
	Title: 	General Manager