Exhibit 4.1


 


termination
Agreement


 


This termination agreement
(the “Agreement”) is made and entered into as of December 15, 2022 by and among BIMI International
Medical Inc., a company organized under the laws of the state of Delaware, the U.S.A. (“Parent”), BIMI HOSPITAL
MANAGEMENT (Chongqing) Co., Ltd. (formerly known as BIMAI HOSPITAL MANAGEMENT (CHONGQING)
CO., LTD.) , a company organized under the laws of the PRC (“Buyer”), BENGBU MARY OB-GYN HOSPITAL CO., LTD., a company
organized under the laws of the PRC (the “Company”), RENBAO CHEN, a Chinese citizen residing in the PRC (“Chen”)
and BENGBU MARY OB-GYN HOSPITAL, a PRC organization (“Mali”). Chen and Mali may be referred to herein individually
as a “Seller” and collectively as “Sellers.” Each of the parties named above may be referred to
herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to such terms in the Original Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Parties
entered into that certain Stock Purchase Agreement dated as of December 20, 2021 (the “Original Agreement”), whereby
Buyer contemplated the purchase of all the issued and outstanding shares of capital stock of the Company from Sellers, in consideration
of an aggregate purchase price of US$16,750,000;


 


Whereas,
as of the date hereof, the Closing Stock Payment in the form of 3,000,000 Parent Shares have been delivered to Sellers and Third Party
Beneficiaries pursuant to the Original Agreement;


 


Whereas,
the closing of the Original Agreement has not taken place as of the date hereof;


 


WHEREAS, due to a 1-for-5
reverse stock split of Parent on February 2, 2022 and a 1-10 reverse stock split of Parent on December 9, 2022, the 3,000,000 Parent Shares
issued to Sellers were consolidated into 60,000 Parent Shares; and


 


WHEREAS, the Parties
desire to terminate the Original Agreement by mutual consent as permitted in Section 11.1 (c) of 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, intending to be legally bound, agree as follows:


 


1.
Termination.


 


1.1 Immediately
after the signing of this Agreement, each of Sellers and Third Party Beneficiaries shall execute and deliver a transfer agent instruction
in substantially the form of Exhibit A and all other documents as requested by Buyer in order to cause the return to Parent of
the 60,000 Parent Shares, which were previously issued to Sellers and Third Party Beneficiaries.


 


1.2 The
Original Agreement will terminate effective as of the date of the return of the Parent Shares and shall be of no further force or effect.


 






     


     


    

 


1.3 Upon
the termination of the Original Agreement, all further obligations of the Parties under the Original Agreement will terminate, except
that the obligations in Sections 13.1 and 13.3 thereof will survive. None of Buyer, Parent, nor any of their Related Parties
will have any debt, obligation or liability to any Seller or Third Party Beneficiary in connection with or resulting from the Original
Agreement. Each Party, on behalf of itself and its respective Related Parties, hereby unconditionally and irrevocably releases the other
Party and its Related Parties from any and all claims, debts, obligations and liabilities, whether known or unknown, contingent or non-contingent,
at law or in equity, in each case arising from, in connection with or resulting from the Original Agreement.


 


2. 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.


 


3. 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.


 


4. Governing
Law; jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties 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 dispute arising from or in connection with this Agreement shall be submitted to China International Economic and Trade Arbitration
Commission (CIETAC) for arbitration which shall be conducted in accordance with the CIETAC’s arbitration rules in effect at the time of
applying for arbitration. The arbitral award is final and binding upon all the Parties. In the event a proceeding is commenced to enforce
any provision of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party the reasonable fees and
expenses payable by the prevailing party to his or its attorneys, accountants and other professionals in connection with that proceeding.


 


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


 


(Signature Pages Follow)


 




     


     


    

 


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


 


BUYER:


 





	BIMI HOspital management (Chongqing) co., ltd.
	 	 	 
	By: 	/s/ Wangjin Wu	 
	Name: 	Wangjin Wu	 
	Title: 	Legal Representative	 
	 	 	 
	PARENT:	 
	 	 	 
	BIMI INTERNATIONAL MEDICAL INC.	 
	 	 	 
	By: 	/s/ Tiewei Song	 
	Name:  	Tiewei Song	 
	Title: 	CEO	 
	 	 	 
	SELLERS:	 
	 	 	 
	Renbao Chen	 
	 	 	 
	By: 	/s/ Renbao Chen	 
	Name: 	Renbao Chen	 



	Address:  	Room 1002, Unit 3, Building 007,

 Jiulonghu Apartments, 

Gulou District, Xu Zhou,

 Jiangsu Province, PRC	 



 


	Bengbu Mali OB-GYN hospital	 
	 	 	 
	By: 	/s/ Jiansen
    Chen	 
	Name:  	Jiansen Chen	 
	Title: 	President	 



 


	COMPANY:	 
	 	 
	Bengbu Mali OB-GYN hospital co., ltd.	 
	 	 
	By: 	/s/
    Jiansen Chen	 
	Name:  	Jiansen Chen	 
	Title: 	President	 



 






     


     


    

 


	Third party beneficiaries:	 
	 	 	 
	DI LIU	 
	 	 	 
	By: 	/s/ Di Liu	 
	Name: 	Di Liu              	 



	Address: 	1-2-301, District 7,

 Shijishequ, Zhenxing Road,

 Xinglongtai District, Panjin,	 



 


	Liaoning Province, PRC	 
	 	 	 
	LIJUN YU	 
	 	 	 
	By: 	/s/ Lijun Yu	 
	Name:  	Lijun Yu	 



	Address: 	54-2-302, Xianfeng Area,

 Xianfeng Community, Xinglong Road,

 Xinglongtai District, 

Panjin, Liaoning Province, PRC	 



 


	GUILI ZHANG	 
	 	 	 
	By:	 /s/ Guili Zhang	 
	Name: 	Guili Zhang	 






	Address:	 1-15-33, Hongqiwei, Qingshui Street,

 Shenbei New District, 

Shenyang, Liaoning Province, PRC	 



 


	jingbo wen	 
	 	 	 
	By:	 /s/ Jingbo Wen	 
	Name: 	Jingbo Wen	 






	Address:	 No. 1 Lianmeng Road, 

Unit 1, Room 302, 

Kaiyuan, Liaoning Province, PRC	 



 


	renhua chen	 
	 	 	 
	By: 	/s/ Renhua Chen	 
	Name: 	Renhua Chen	 






	Address: 	Bengbu Tower, Room 613,

 Boshan District, 

Bengbo, Anhui Province, PRC	 



 


	yang biao	 
	 	 	 
	By: 	/s/ Biao Yang	 
	Name: 	Biao Yang	 






	Address: 	Tianyi Garden, Tower 11, Unit 3, 

Room 402, Yuhui District, 

Bengdbu, Anhui Province, PRC	 



 







     


     


    

 


Exhibit A Transfer Agent
Instructions


 


Date:


 


American Stock Transfer & Trust Company, LLC


Attention Darren Larson


6201 15th Avenue


Brooklyn, NY 11219


By email: Darren.Larson@equiniti.com


 


Re: BIMI International Medical Inc. (“BIMI”)


 


Dear Mr. Larson:


 


The undersigned, the record and beneficial owner of _________ shares
(the “Subject Shares”) of common stock of BIMI International Medical Inc. (“BIMI”) held in a DRS account (AST
Account number _______), hereby unconditionally and irrevocably instructs American Stock Transfer & Trust Company, LLC (“AST”),
BIMI’s transfer agent, to transfer the Subject Shares to BIMI. The undersigned consents to BIMI’s instructions to AST in substantially
the form as Appendix I attached hereto.


 


The undersigned hereby agrees to indemnify and hold harmless AST, its
affiliates, successors and assigns from and against any and all claims, damages, liabilities or losses to which they may be subject as
a result of accepting this letter.


 


	Sincerely,	 
	 	 	 
	By:	     	 
	Name:	 	 



 







     


     


    

 


Appendix I


 


(BIMI Company Letterhead)


 


Date


 


American Stock Transfer & Trust Company, LLC


Attention Darren Larson


6201 15th Avenue


Brooklyn, NY 11219


By email: Darren.Larson@equiniti.com


 


Re: BIMI International Medical Inc. (“BIMI”)


 


Dear Mr. Larson:


 


I am writing to you on behalf our company, of
BIMI International Medical Inc. (“BIMI”). We have entered into agreements with certain of our shareholders whereby they have
agreed to return to us an aggregate of ______ shares of our Common Stock. In your capacity as transfer agent for BIMI, you hereby authorized
and instructed to cancel and retire the _______ shares as detailed in Schedule I hereto.


 


BIMI hereby agrees to indemnify and hold harmless
American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”), its affiliates, successors
and assigns from and against any and all claims, damages, liabilities or losses to which they may be subject as a result of accepting
this letter in connection with cancelation of the _______ shares of BIMI currently held in in book-entry positions with AST.


 


Thank you for your assistance and please let me
know if you have any questions.


 


	Sincerely,	 
	 	 	 
	Name:  	Tiewei Song	 
	Title: 	CEO	 



 







     


     


    

 


Schedule I