AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • January 24th, 2024 • Bowen Acquisition Corp • Blank checks • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of January 18, 2024, by and among Bowen Acquisition Corp, a Cayman Islands exempted company (“Parent”), Bowen Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“Merger Sub”), Shenzhen Qianzhi BioTech Company Limited, a company incorporated in the People’s Republic of China (the “Company”), and Qianzhi Group Holding (Cayman) Limited, an exempted company incorporated with limited liability in the Cayman Islands (“NewCo,” and together with Parent, Merger Sub and the Company, the “Parties,” and each of Parent, Merger Sub, the Company and Newco individually, a “Party”). As used herein, (i) the term “Agreement” refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to ARTICLE II and ARTICLE III hereof, respectively), and (ii) unless th
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • January 24th, 2024 • Bowen Acquisition Corp • Blank checks • New York
This Shareholder Voting Agreement (this “Agreement”), dated as of January 18, 2024, is entered into by and among Bowen Acquisition Corp, a Cayman Islands exempted company (the “Parent”), Qianzhi Group Holding (Cayman) Limited, a Cayman Islands corporation (“NewCo”), and the undersigned shareholder of NewCo (the “Shareholder”). Each of the Parent, NewCo and the Shareholder is referred to herein as a “Party”, and collectively, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
