Exhibit 4.1


 


AMENDMENT No.
2 to stock purchase AGREEMENT


 


This Amendment No. 2 to Stock
Purchase Agreement (this “Agreement”) is made and entered into as of December 17, 2021 by and among BIMI INTERNATIONAL
MEDICAL INC., a company organized under the laws of the state of Delaware, the U.S.A. (“Parent”), BIMAI PHARMACEUTICAL (CHONGQING)
CO., LTD., a company organized under the laws of the PRC (“Buyer”), WUZHOU QIANGSHENG HOSPITAL CO., LTD., a company organized
under the laws of the PRC ( “Qiangsheng”), SUZHOU EURASIA HOSPITAL CO., LTD., a company organized under the laws of the PRC
(“Eurasia”), YUNAN YUXI MINKANG HOSPITAL CO., LTD., a company organized under the laws of the PRC (“Minkang”),
Mr. JIANGJIN SHEN, an individual residing in the PRC (“Jiangjin”), and Mr. ZHIWEI SHEN, an individual residing in the PRC
(“Zhiwei”). Jiangjin and Zhiwei are herein collectively as the “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 April 9, 2021, as amended on April 16, 2021 (the “Original Agreement”),
where Buyer agreed to purchase all the issued and outstanding shares of capital stock in Qiangsheng, Eurasia and Minkang Shares 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 Sections.


 


A new section 13.10 (d) is hereby
added as follows:


 


“(d) “Each and every reference
to share prices, numbers of shares and any other numbers in this Agreement that relate to the Parent Shares shall be automatically adjusted
for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to
the Parent Shares after the date of this Agreement. ”


 






     


     


    

 


A new section 2.6 (e) is hereby
added as follows:


 


“(e) 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)


 




    2


     


    

 


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


 


	BUYER:	 
	 	 	 
	BIMAI PHARMACEUTICAL (CHONGQING) 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:	 
	 	 
	JIANGJIN SHEN	 
	 	 
	By:	/s/ Jiangjin Shen	
	Name:	Jiangjin Shen	 
	Address: 	No. 214-1, Xihuang Village, Donghai County, Chengxiang District, Putian City, Fujian Province, PRC


 


	ZHIWEI SHEN	 
	 	 
	By:	/s/ Zhiwei Shen	 
	Name:	 Zhiwei Shen	 
	Address: 	No. 214, Xihuang Village, Donghai County, Chengxiang District, Putian City, Fujian Province, PRC 



 


	Acquired COMPANIES:	 
	 	 	 
	WUZHOU QIANGSHENG HOSPITAL CO., LTD.	 
	 	 	 
	By:	/s/Zhiwei Shen	 
	Name:	Zhiwei Shen	 
	Title:	Chairman of the Board	 


 


	SUZHOU EURASIA HOSPITAL CO., LTD.	 
	 	 
	By:	/s/ Jiangjin Shen	 
	Name:	Jiangjin Shen	 
	Title:	Chairman of the Board	 


 


	YUNAN YUXI MINKANG HOSPITAL CO., LTD.	 
	 	 
	By:	/s/Jiangjin Shen	 
	Name: 	Jiangjin Shen	 
	Title:	Chairman of the Board	


 


 


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