Exhibit 4.3


 


AMENDMENT No.
1 to Stock Purchase AGREEMENT


 


This Amendment No. 1 Stock
Purchase Agreement (this “Agreement”) is made and entered into as of 17, 2021 by and among BIMI INTERNATIONAL MEDICAL
INC. (“Parent”), CHONGQING GUANZAN TECHNOLOGY CO., LTD. (“Buyer”), CHONGQING ZHUODA PHARMACEUTICAL CO., LTD. (“Zhuoda”),
XIAOLIN LIU (“Liu”), XUSEN HE (“He”) and DONG ZHANG (“Zhang”, together with Liu and He, “Sellers”).
Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, Parties are
parties to that certain Stock Purchase Agreement dated as of September 10, 2021 (the “Original Agreement”), where Buyer
agreed to purchase all the issued and outstanding shares of capital stock in Zhuoda from Sellers;


 


WHEREAS, the Parties
desire to amend certain terms and conditions of the Original Agreement;


 


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 herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Agreement.


 


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


 


		(1)	Addition of Section. A new section
2.6 (c) is hereby added as follows:



 


		“(c)	For the avoidance of doubt, the parties hereto acknowledge
that regardless of the determination or the status of the payments set forth in this Section 2, no buy back, claw back or any
other right which would allow the Sellers to have a portion or the entirety of the Shares returned to them is contemplated hereunder.
”



 


		(2)	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.



 


		(3)	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.



 


3. 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.


 


4. 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.


 


5. 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.


 


6. 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)





 






     


     


    

 





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


 


	BUYER:	 
	 	 
	Chongqing Guanzan Technology Co., Ltd.	 
	 	 
	By:  	/s/ Xiaoping Wang	 
	Name:	Xiaoping Wang	 
	Title:	CEO	 
	 	 	 
	PARENT:	 
	 	 
	BIMI INTERNATIONAL MEDICAL INC.	 
	 	 
	By:	/s/ Tiewei Song	 
	Name:	Tiewei Song	 
	Title:	CEO	 


 


	SELLERS:	
	 	 
	XIAOLIN LIU	 
	 	 
	By:	/s/ Xiaolin Liu	 
	Name:	Xiaolin Liu	 
	Address: 	14-2, Unit 1, No. 110 Qing Yang Gong, Wanzhou District, Chongqing, PRC


 


	XUSEN HE	 
	 	 
	By:	/s/ Xusen He	 
	Name:	Xusen He	 
	Address: 	27-5, Tower B, Xin Shui An, Fengshou Community, Beibin Road, Wanzhou District, Chongqing, PRC


 


	DONG ZHANG	 
	 	 
	By:	/s/ Dong Zhang	 
	Name:	Dong Zhang	 
	Address: 	27-5, Tower B, Xin Shui An, Fengshou Community, Beibin Road, Wanzhou District, Chongqing, PRC



 


	COMPANY:	 
	 	 
	Chongqing zhuoda pharmaceutical co., ltd.
	 	 
	By:	/s/ Xiaolin Liu	 
	Name:	Xiaolin Liu	 
	Title:	Chairman of the Board	 


 


	Third party beneficiaries:	 
	 	 
	Ye Zhang	 
	Only as to the Third Party Beneficiary Provisions	 
	 	 
	By:	/s/ Ye Zhang	 
	Name:	Ye Zhang	 
	Address: 	No. 1 Gao Wang Road, Re Gao Le City, Building No. 15, Wang Hua District, Fu Shun City, Liaoning Province, PRC


 


	Bo Wang	 
	Only as to the Third Party Beneficiary Provisions	 
	 	 
	By:	/s/ Bo Wang	 
	Name:	Bo Wang	 
	Address: 	No. 1 Gao Wang Road, Re Gao Le City, Building No. 15, Wang Hua District, Fu Shun City, Liaoning Province, PRC