Exhibit
10.23


 


ZHONG YUAN BIO-TECHNOLOGY HOLDINGS LIMITED 


CODE
OF BUSINESS CONDUCT AND ETHICS 


I.
PURPOSES 


The
Board of Directors (the “Board”) of CGL Logistics Holdings Limited (the “Company”) has adopted this Code of Ethics
(this “Code”), which is applicable to all directors, officers, and employees (to the extent that employees are hired in the
future) (each a “person,” as used herein) of the Company, with the intent to:


·
promote honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between personal and professional relationships; 


·
promote the full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”),
as well as in other public communications made by or on behalf of the Company; 


·
promote compliance with applicable governmental laws,
rules, and regulations; 


·
deter wrongdoing; and 


·
require prompt internal reporting of breaches of, and
accountability for adherence to, this Code. 


This
Code may be amended only by resolution of the Board. In this Code, references to the “Company” mean CGL Logistics Holdings
Limited, and include, in appropriate context, the Company’s subsidiaries.


II.
HONEST, ETHICAL AND FAIR CONDUCT 


Each
person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair, and candid. Deceit,
dishonesty, and subordination of the Company’s interests to personal interests are inconsistent with integrity. Service to the
Company should never be subordinated to personal gain or advantage.


Each
person must:


·
Act with integrity, including being honest and candid
while still maintaining the confidentiality of the Company’s information where required or in the Company’s interests. 




    	 



    	 



    

 


·
Observe all applicable governmental laws, rules, and
regulations. 


·
Comply with the requirements of applicable accounting
and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s
financial records and other business-related information and data. 


·
Adhere to a high standard of business ethics and not
seek competitive advantage through unlawful or unethical business practices. 


·
Deal fairly with the Company’s customers, suppliers,
competitors, and employees. 


·
Refrain from taking advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. 


·
Protect the assets of the Company and ensure their proper
use. 


·
Refrain from (i) taking for themselves corporate or
business opportunities that are discovered through the use of corporate assets, (ii) using corporate assets, information, or position
for personal gain, and (iii) competing with the Company. 


·
Avoid conflicts of interest, wherever possible, except
as may be allowed under guidelines or resolutions approved by the Board (or the appropriate committee of the Board). Anything that would
be a conflict for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close
relative. Examples of conflict of interest situations include, but are not limited to, the following: 


·
any significant ownership interest in any supplier or
customer; 


·
any consulting or employment relationship with any customer,
supplier, or competitor; 


·
any outside business activity that detracts from a person’s
ability to devote appropriate time and attention to his or her responsibilities with the Company; 


·
the receipt of any money, non-nominal gifts, or excessive
entertainment from any entity with which the Company has current or prospective business dealings; 


·
being in the position of supervising, reviewing, or
having any influence on the job evaluation, pay, or benefit of any close relative; 




    	 



    	 



    

 


·
selling anything to the Company or buying anything from
the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell; 


·
any other financial transaction, arrangement, or relationship
(including any indebtedness or guarantee of indebtedness) involving the Company; and 


·
any other circumstance, event, relationship, or situation
in which the personal interest of a person subject to this Code interferes – or even appears to interfere – with the interests
of the Company as a whole. 


III.
DISCLOSURE 


The
Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and
other public communications shall be full, fair, accurate, timely, and understandable in accordance with applicable disclosure standards,
including standards of materiality, where appropriate. Each person must:


·
not knowingly misrepresent, or cause others to misrepresent,
facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental
regulators, self-regulating organizations, and other governmental officials, as appropriate; and 


·
in relation to his or her area of responsibility, properly
review and critically analyze proposed disclosure for accuracy and completeness. 


In
addition to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Company and each subsidiary of the Company
(or persons performing similar functions), and each other person that typically is involved in the financial reporting of the Company
must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial
operations of the Company.


Each
person must promptly bring to the attention of the Chairperson of the Audit Committee of the Board (the “Audit Committee”)
(or the Chairperson of the Board if no Audit Committee exists) any information he or she may have concerning (a) significant deficiencies
in the design or operation of internal and/or disclosure controls which could adversely affect the Company’s ability to record,
process, summarize, and report financial data or (b) any fraud, whether or not material, that involves management or other employees
who have a significant role in the Company’s financial reporting, disclosures, or internal controls.




    	 



    	 



    

 


IV.
COMPLIANCE 


It
is the Company’s obligation and policy to comply with all applicable governmental laws, rules, and regulations. It is the personal
responsibility of each person to, and each person must, adhere to the standards and restrictions imposed by those laws, rules, and regulations,
including those relating to accounting and auditing matters.


V.
REPORTING AND ACCOUNTABILITY 


The
Board or Audit Committee, if one exists, is responsible for applying this Code to specific situations in which questions are presented
to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential
breach of this Code is required to notify the Chairperson of the Board or Audit Committee promptly. Failure to do so is itself a breach
of this Code.


Specifically,
each person must:


·
Notify the Chairperson promptly of any existing or potential
violation of this Code. 


·
Not retaliate against any other person for reports of
potential violations that are made in good faith. The Company will follow the following procedures in investigating and enforcing this
Code and in reporting on this Code: 


·
The Board or Audit Committee, if one exists, will take
all appropriate action to investigate any breaches reported to it. 


·
If the Audit Committee, if one exists, determines by
majority decision that a breach has occurred, it will inform the Board. 


·
Upon being notified that a breach has occurred, the
Board by majority decision will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation
with the Audit Committee, if one exists, and/or the Company’s counsel, up to and including dismissal or, in the event of criminal
or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities. 


No
person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee
thereof to discharge, demotion, suspension, threat, harassment, or, in any manner, discrimination against such person in terms and conditions
of employment.




    	 



    	 



    

 


VI.
WAIVERS AND AMENDMENTS 


Any
waiver (defined below) or an implicit waiver (defined below) from a provision of this Code for the principal executive officer, principal
financial officer, principal accounting officer or controller, and persons performing similar functions or any amendment (as defined
below) to this Code is required to be disclosed in the Company’s Annual Report on Form 20-F or in a Current Report on Form 6-K
filed with the SEC.


A
“waiver” means the approval by the Board of a material departure from a provision of this Code. An “implicit waiver”
means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of
this Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code
other than minor technical, administrative, or other non-substantive amendments hereto.


All
persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The
Company expects full compliance with this Code.


VII.
INSIDER TRADING AND DISSEMINATION OF INSIDE INFORMATION 


Each
person shall comply with the Company’s Policy Regarding Insider Trading and Dissemination of Inside Information.


VIII.
FINANCIAL STATEMENTS AND OTHER RECORDS 


All
of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately
reflect the Company’s transactions and must both conform to applicable legal requirements and to the Company’s system of
internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable
law or regulation. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance
with those policies, in the event of litigation or governmental investigation, please consult the Board or the Company’s internal
or external legal counsel.


IX.
IMPROPER INFLUENCE ON CONDUCT OF AUDITS 


No
director, officer or employee, or any other person acting under the direction thereof, shall directly or indirectly take any action to
coerce, manipulate, mislead, or fraudulently influence any public or certified public accountant engaged in the performance of an audit
or review of the financial statements of the Company or take any action that such person knows or should know that if successful could
result in rendering the Company’s financial statements materially misleading. Any person who believes such improper influence is
being exerted should report such action to such person’s supervisor, or if that is impractical under the circumstances, to any
of our directors.


Types
of conduct that could constitute improper influence include, but are not limited to, directly or indirectly:


●
Offering or paying bribes or other financial incentives, including future employment or contracts for non-audit services;


●
Providing an auditor with an inaccurate or misleading legal analysis;


●
Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the Company’s accounting;


●
Seeking to have a partner removed from the audit engagement because the partner objects to the Company’s accounting;


●
Blackmailing; and


●
Making physical threats.


X.
Anti-Corruption Laws 


The
Company complies with the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices
Act. To the extent prohibited by applicable law, directors, officers and employees will not directly or indirectly give anything of value
to government officials, including employees of state-owned enterprises or foreign political candidates. These requirements apply both
to Company employees and agents, such as third party sales representatives, no matter where they are doing business. If you are authorized
to engage agents, you are responsible for ensuring they are reputable and for obtaining a written agreement to uphold the Company’s
standards in this area.


XI.
Violations 


Violation
of this Code is grounds for disciplinary action up to and including termination of employment. Such action is in addition to any civil
or criminal liability which might be imposed by any court or regulatory agency.


XII.
Other Policies and Procedures 


Any
other policy or procedure set out by the Company in writing or made generally known to employees, officers, or directors of the Company
prior to the date hereof or hereafter are separate requirements and remain in full force and effect.


XIII.
Inquiries 


All
inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s
Secretary. 





 


 


Effective as of November
24, 2022.