AMENDMENT TO AGREEMENT AND PLAN OF reorganization

Exhibit 10.1

AMENDMENT TO

AGREEMENT AND PLAN OF reorganization

This Amendment to the Agreement and Plan of Reorganization is entered into by and among ▇▇▇▇▇ Acquisition Corp. (“▇▇▇▇▇”), ▇▇▇▇▇ Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of Bowen (“Merger Sub”), Shenzhen Qianzhi BioTechnology Co. Ltd., a company incorporated in the People’s Republic of China and a wholly owned subsidiary of NewCo (as defined below) (“Qianzhi”), and Qianzhi Group Holding (Cayman) Limited, a newly formed Cayman Islands company (“NewCo”). Each of ▇▇▇▇▇, ▇▇▇▇▇▇ Sub, ▇▇▇▇▇▇▇ and NewCo are referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

WHEREAS, the Parties entered into that certain Agreement and Plan of Reorganization, dated as of January 18, 2024 (as may be amended from time to time, the “Original Agreement”), which, among other things, generally provides that the Original Agreement may be terminated by either ▇▇▇▇▇ or Qianzhi if the Merger (as defined in the Original Agreement) has not been consummated by December 31, 2024 (the “Outside Date”); and

WHEREAS, the Parties desire to extend the Outside Date from December 31, 2024 to July 14, 2025;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Amendment to Original Agreement. Section 8.1(b) of the Original Agreement is hereby amended such that the text “December 31, 2024” contained in such section is deleted and the text “July 14, 2025” is inserted therefor.

2. Interpretation. Capitalized terms not defined herein shall have the meaning ascribed to them in the Original Agreement. On and after the date hereof, each reference in the Original Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Original Agreement shall mean and be a reference to the Original Agreement as amended by this Amendment.

3. No Further Amendments. Except as expressly set forth herein, the Original Agreement shall remain in full force and effect. This Amendment may not be amended or modified except pursuant to a written agreement by the Parties.

4. Counterparts. This Amendment may be executed by the Parties in counterpart, and the executed counterparts shall be deemed by the Parties as a single executed and binding document and may be delivered by email or facsimile to the Parties and their counsel.

5. Miscellaneous. The provisions of Article X (General Provisions) of the Original Agreement are incorporated herein, mutatis mutandis.

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above.

	▇▇▇▇▇ ACQUISITION CORP
	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇
	Title:	CEO

	BOWEN MERGER SUB
	By:	/s/ Na Gai
	Name:	Na Gai
	Title:	Director

	SHENZHEN QIANZHI BIOTECHNOLOGY CO., LTD
	By:	/s/ Juxiang Hu
	Name:	▇▇▇▇▇▇▇ ▇▇
	Title:	Legal Representative

	QIANZHI GROUP HOLDING (CAYMAN) LIMITED
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇▇▇
	Title:	Director