EXHIBIT
10.27


 


AUDIT
COMMITTEE CHARTER 


OF



ZHONG
YUAN BIO-TECHNOLOGY HOLDINGS LIMITED


 


		I.	PURPOSES
                                            



The
purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Zhong Yuan
Bio-Technology Holdings Limited (the “Company”) are to assist the Board in monitoring: (1) the integrity of the annual, semi-annual,
quarterly (if the Company should elect to release quarterly information), and other financial statements of the Company, (2) the independent
auditor’s qualifications and independence, (3) the performance of the Company’s independent auditor, and (4) the compliance
by the Company with legal and regulatory requirements. The Audit Committee also shall review and approve all related-party transactions.


The
Audit Committee shall prepare any reports required by the rules of the Securities and Exchange Commission (“Commission”).


II.
COMMITTEE MEMBERSHIPS 


The
Audit Committee shall consist of no fewer than three members of the Board, absent a temporary vacancy. The Audit Committee shall meet
the “Audit Committee Requirements” of Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)
and the rules and regulations of the Commission, and if applicable the requirements of the Nasdaq Stock Market or the applicable stock
market upon which its securities are traded.


The
members of the Audit Committee shall be appointed by the Board. Audit Committee members may be replaced by the Board. There shall be
a Chairperson of the Audit Committee which shall also be appointed by the Board. The Chairperson of the Audit Committee shall be a member
of the Audit Committee and, if present, shall preside at each meeting of the Audit Committee. The Chairperson shall advise and counsel
with the executives of the Company and shall perform such other duties as may from time to time be assigned to the Chairperson by the
Audit Committee or the Board of Directors.


III.
MEETINGS 


The
Audit Committee shall meet as often as it determines, but not less frequently than the time periods that the Company releases financial
information to the public or files such information with the United States Securities and Exchange Commission. The Audit Committee shall
meet periodically with management and the independent auditor in separate executive sessions. The Audit Committee may request any officer
or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee or
to meet with any members of, or consultants to, the Audit Committee.




    	 



    	 



    

 


IV.
COMMITTEE AUTHORITY AND RESPONSIBILITIES 


The
Audit Committee shall have the sole authority to appoint or replace the independent auditor. The Audit Committee shall be directly responsible
for determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between
management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related
work. The independent auditor shall report directly to the Audit Committee.


The
Audit Committee shall pre-approve all auditing services and permitted non-audit services to be performed for the Company by its independent
auditor, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B)
of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). The Audit Committee may form and
delegate authority to subcommittees of the Audit Committee consisting of one or more members when appropriate, including the authority
to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals
shall be presented to the full Audit Committee at its next scheduled meeting.


The
Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting, or
other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation
to (i) the independent auditor for the purpose of rendering or issuing an audit report and (ii) any advisors employed by the Audit Committee.


The
Audit Committee shall:


Financial
Statement and Disclosure Matters 


	Meet
with the independent auditor prior to the audit to review the scope, planning, and staffing of the audit.
	Review
and discuss with management and the independent auditor the annual audit report, the financial statements and related notes and the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” proposed to be included in the Company’s Annual
Report on Form 20-F, and recommend to the Board whether the audited financial statements and related notes and the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” should be included in the Company’s Annual Report
on Form 20-F (or the annual report to shareholders if distributed prior to the filing of the Form 20-F).
	Review
and discuss with management and the independent auditor the Company’s interim financial statements prior to the release of any
such financial statements or information to the public or the filing of such financial information with the United States Securities
and Exchange Commission under cover of Form 6-K, including the results of the independent auditor’s review of such interim financial
statements (if such a review has been obtained).





    	 



    	 



    

 


 


	Discuss
with management and the independent auditor, as appropriate, significant financial reporting issues and judgments made in connection
with the preparation of the Company’s financial statements, including:



(a)
 any significant changes in the Company’s selection or application of accounting principles;


(b)
 the Company’s critical accounting policies and practices;


(c)
 all alternative treatments of financial information within GAAP that have been discussed with management and the ramifications
of the use of such alternative accounting principles;


(d)
 any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material
control deficiencies; and


(e)
 any material written communications between the independent auditor and management, such as any management letter or schedule of
unadjusted differences.


	Discuss
with management and independent auditor and, prior to issuance, review and approve the Company’s earnings releases, including the
use of “pro forma” or “adjusted” non-GAAP information, and any financial information and earnings guidance to
be included in such releases and provided to analysts and rating agencies. Such discussion may be general and include the types of information
to be disclosed and the types of presentations to be made.
	Discuss
with management and the independent auditor the effect on the Company’s financial statements of (i) regulatory and accounting initiatives
and (ii) off-balance sheet structures.
	Review
and discuss with management and the independent auditor the Company’s major financial risk exposures and the steps management has
taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
	Discuss
with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of
the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access
to requested information, and any significant disagreements with management.
	Review
disclosures made to the Audit Committee by the Company’s Chief Executive Officer and Chief Financial Officer (or individuals performing
similar functions) during their certification process for the Form 20-F about any significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting and any fraud involving management or other employees who have a
significant role in the Company’s internal control over financial reporting.





    	 



    	 



    

 


Oversight
of the Company’s Relationship with the Independent Auditor 


	At
least annually, obtain and review a report from the independent auditor, consistent with the rules of the Public Company Accounting Oversight
Board, regarding (a) the independent auditor’s internal quality-control procedures, (b) any material issues raised by the most
recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional
authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to
deal with any such issues and (d) all relationships between the independent auditor and the Company. Evaluate the qualifications, performance,
and independence of the independent auditor, including whether the auditor’s quality controls are adequate and the provision of
permitted non-audit services is compatible with maintaining the auditor’s independence, and taking into account the opinions of
management and the internal auditor. The Audit Committee shall present its conclusions with respect to the independent auditor to the
Board.
	Verify
the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate to
adopt a policy of rotating the independent auditing firm on a regular basis.
	Oversee
the Company’s hiring of employees or former employees of the independent auditor who participated in any capacity in the audit
of the Company.
	Be
available to the independent auditor during the year for consultation purposes.



Compliance
Oversight Responsibilities 


	Obtain
assurance from the independent auditor that Section 10A(b) of the Exchange Act has not been implicated.
	Review
and approve all related-party transactions.
	Inquire
and discuss with management the Company’s compliance with applicable laws and regulations and with the Company’s Code of
Ethics in effect at such time, if any, and, where applicable, recommend policies and procedures for future compliance.
	Establish
procedures (which may be incorporated in the Company’s Code of Ethics, in effect at such time, if any) for the receipt, retention
and treatment of complaints received by the Company regarding accounting, internal accounting controls or reports which raise material
issues regarding the Company’s financial statements or accounting policies. Review requests for waivers under the Code of Ethics
sought with respect to any executive officer or director. Review annually with the Chairperson of the Board or outside counsel, as appropriate,
the scope, implementation and effectiveness of the ethics and compliance program, and any significant deviations by officers and employees
from the Code of Ethics or other compliance policies, and other matters pertaining to the integrity of management.
	Discuss
with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports that
raise material issues regarding the Company’s financial statements or accounting policies.
	Discuss
with the Company’s SEC counsel legal matters that may have a material impact on the financial statements or the Company’s
compliance policies.





    	 



    	 



    

 


 


	Review
and approve all payments made to the Company’s officers and directors or its or their affiliates. Any payments made to members
of the Audit Committee will be reviewed and approved by the Board, with the interested director or directors abstaining from such review
and approval.



V.
LIMITATION OF AUDIT COMMITTEE’S ROLE 


While
the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan
or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in
accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management
and the independent auditor.


Effective as of November
24, 2022.