TABLE OF CONTENTS

Generally, broker non-votesnon-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares.

A broker is entitled to vote shares held for a beneficial owner on routine matters. AbsentThe ratification of the appointment of Enrome LLP as our independent registered public accounting firm in Proposal Six is a routine matter; and, accordingly, a broker is entitled to vote shares held for a beneficial owner on this proposal without instructions from such beneficial owner. On the other hand, absent instructions from a beneficial owner, a broker is not entitled to vote shares held for such beneficial owner on non-routinenon-routine matters. We believe that Proposalsthe election of directors in Proposal One, throughthe Proposed Bylaws Amendment in Proposal Two, the Proposed COI Amendment in Proposal Three, the non-binding advisory vote on executive compensation in Proposal Four, and the non-binding advisory vote on the frequency of advisory votes on executive compensation in Proposal Five are all a non-routinenon-routine matters; and, accordingly, brokers do not have authority to vote on such proposalsmatters absent instructions from beneficial owners. Accordingly, if beneficial owners desire not to have their shares voted by a broker in a certain manner, they should give instructions to their brokers as to how to vote their shares. Any adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes in favor of Proposal One, Two, or Three, and any other matter that may properly be brought before the shareholders for a vote at the Special Meeting, will be approved if the votes cast “For” exceed the votes cast “Against.” Abstentions and broker non-votes, if any, will not affect the outcome of the votes on these matters.

Broker non-votesnon-votes count for purposes of determining whether a quorum is present.

Q:     How many votes are required for the approval of the proposal to be voted upon, and how will abstentions and broker non-votes be treated?

Q:     Can I revoke my proxy or change my votePROPOSAL ONE

ELECTION OF DIRECTORS

The Company currently has a staggered board (also known as classified board), consisting of three classes of directors, with only one class for a term of three years being subject to stockholder election at any particular annual stockholder meeting after I have voted?

A:     You may revoke your proxy and change your vote by voting again or by attending the Special Meeting and voting in person. Only your latest dated proxy card received at or prior to the Special Meeting will be counted. However, your attendance at the Special Meeting will not haveinitial election. Proposal One, Election of Directors, consists of two sub-proposals, the effect of revoking your proxy unless you forward written notice to the Corporate Secretary at BIMI International Medical Inc.’s offices, or you vote by ballot atresults of which depends on the Special Meeting. If youapproval of Proposal Two - Proposed Bylaw Amendment. In Proposal Two, our stockholders are a beneficial owner, you will need to request a legal proxy from your broker and bring it with youasked to vote atto eliminate the Special Meeting.

Q:     How many votesstaggered board and create a board composed of only one class for a term of one year only. In Proposal One, our stockholders are required to hold the Special Meeting?

A:     The presence, in person or by proxy, of the holders of a majority in voting power of the shares of our Common Stock outstanding and entitledasked to vote on both Proposal 1.1 and Proposal 1.2, but the Record Date is necessary to holdresults of Proposal 1.1 will only become applicable if our stockholders approve Proposal Two and the Special Meeting and conduct business. This is called a quorum. Abstentions and broker non-votesresults of Proposal 1.2 will be considered as present atonly become applicable if our stockholders do not approve Proposal Two. In Proposal 1.1, which assumes the Special Meeting for purposes of establishing a quorum.

Q:     Who will bearstockholders have approved the cost of soliciting votes for the Special Meeting?

A:     The Company is making this solicitation and will pay the entire cost of preparing, printing, assembling, mailing, and distributing these proxy materials. In addition to the useelimination of the mails, proxies may be solicited by personal interview, telephone, electronic mail,staggered board and facsimile by directors, officers, and regular employeesthe establishment of a standard board, the stockholders are asked to vote for seven nominees to serve as members of the Company. Noneboard until the next annual meeting of stockholders. In Proposal 1.2, which assumes the stockholders have voted to continue to have a staggered board, the stockholders are asked to vote for three Class I nominees to serve as Class I members of the Company’s directors, officers or employees will receive any additional compensationBoard.

Proposal 1.1

In Proposal 1.1, the stockholders are asked to vote for soliciting proxies on behalfseven nominees to serve as members of the Board.board until the next annual meeting of stockholders. The Company may also make arrangements with brokerage firms and other custodians, nominees, and fiduciaries for the forwarding of soliciting material to the beneficial owners of Common Stock held of record by those owners. The Company will reimburse those brokers, custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses incurred in connection with that service.

Q:     Where can I find the voting results of the Special Meeting?

A:     We intend to announce preliminary voting results at the Special MeetingProposal 1.1 will become applicable only if our stockholders approve Proposal Two - Proposed Bylaw Amendment and will disclose final voting results in a Current Report on Form 8-K that will be filed with the SEC not more than four business days following the Special Meeting.

PROPOSAL ONE — APPROVAL OF the Proposed IssuanceS of the Deferred Payment Shares and the Performance Shares

On July 5, 2022, the Company entered into the Phenix SPA with Mr. Oudom, whereby the Company agreed to acquire 100% of the equity interests in Phenix, a distributor of healthcare products, from Mr. Oudom. The Company agreed to pay $180,000 in cash as partial consideration for the purchase of Phenix with balance of the purchase price of $1,620,000 to be paid by the Company in the form of 270,000 shares of the Common Stock (the “Deferred Payment Shares”) after their issuance was approved by the shareholders of the Company. The Phenix SPA also provides that if the Company did not obtain shareholders’ approval for the issuance of the Deferred Payment Shares by December 31, 2022, the Company would be required to pay the value of the Deferred Payment Shares in cash by January 15, 2023.

Immediately after the Company paid $180,000 in cash and prior to the closing, it became clear to the Company that it would not be practical to hold a special meeting of shareholders to seek shareholder approval for the issuance of the Deferred Payment Shares prior to December 31, 2022, as required by the Phenix SPA, due to critical strategic developments in the second half of 2022. Furthermore, the Company was not in a position to pay $1,620,000 in cash by January 15, 2023 in lieu of the shareholders’ approval for the issuance of the Deferred Payment Shares due to its working capital needs. As a result, the Company engaged in negotiations with Mr. Oudom and reached an agreement to amend the Phenix SPA and to provide an incentive payment to Mr. Oudom contingent upon Phenix’s meeting certain profit metrics in 2023, in order for him to agree to extend the deadline for the issuance of the Deferred Payment Shares.

In negotiating the amendment to the Phenix SPA, the parties considered many factors, including Phenix’s potential to generate significant profits in 2023 which could potentially bring increased value to the shareholders of the Company due to Phenix’s substantial distribution potential in Asia and the expected profit margin of its healthcare products. The parties also considered Mr. Oudom’s willingness to close the Phenix SPA upon the Company’s payment of the $180,000 in cash without receiving the Deferred Payment Shares.

On February 27, 2023, we entered into an amendment to the Phenix SPA, which provides that in consideration of (1) Mr. Oudom’s agreement to extend the deadline for the issuance of the Deferred Payment Shares and (2) Phenix’s potential ability to generate significant revenues and profits, the Company agreed that, subject to shareholder approval, if the aggregate net profit generated by Phenix is at least $2,500,000 in calendar year 2023 or in any fiscal quarter of 2023, the Company will issue 5,000,000 additional shares of Common Stock (the “Performance Shares”) to Mr. Oudom. The Company has no obligation to file a registration statement with the SEC for the resale of the Deferred Payment Shares or the Performance Shares.

If Proposal One is not approved by our shareholders at the Special Meeting, the Company is obligated to cause shareholders meetings to be held semi-annually thereafter until shareholders’ approval is obtained for the issuance of the Deferred Payment Shares and the Performance Shares (if the performance target is achieved); provided, however, that if shareholders’ approval is not obtained by July 1, 2024, the Company will have to pay $1,620,000 to Mr. Oudom and if the performance target is met by December 31, 2023, pay an additional $7,500,000 the agreed upon value of the Performance Shares, by August 15, 2024, to Mr. Oudom.

The amendment also provides that if the performance target of $2,500,00 in net profit is not achieved by the end of 2023, Mr. Oudom’s right to receive the Performance Shares shall be terminated and the Company shall have the right to sell back the ownership of Phenix to Mr. Oudom in exchange for the return by him of the initial $180,000 cash payment and the 270,000 Deferred Payment Shares (and if not issued, the $1,620,000 cash payment in lieu of the Deferred Payment Shares).

Pursuant to Nasdaq Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if: (1) where, due to the present or potential issuance of common stock, including shares issued pursuant to an earn-out provision or similar type of provision, or securities convertible into or exercisable for common stock, other than a public offering for cash: (A) the common stock has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock; or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities; or (2) any director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) of the Company has a 5% or greater interest (or such persons collectivelynew board with only one class for a term of one year. Each of the nominees listed below has been nominated for and has agreed to stand for election and management has no reason to believe that any nominee will be unable to serve.

The following table provides information regarding each nominee to our Board:

Proposal 1.2

In Proposal 1.2, the stockholders are asked to vote for three Class I nominees to serve as Class I members of the Board until the annual meeting of stockholders for fiscal year 2025. The results of Proposal 1.2 will become applicable only if our stockholders do not approve Proposal Two - Proposed Bylaw Amendment and the Company continues to have a 10% or greater interest), directly or indirectly, inclassified board. Each of the target company or assetsnominees listed below has been nominated for and has agreed to stand for election and management has no reason to believe that any nominee will be acquired or inunable to serve. The term of the consideration to be paid in

the transaction or seriesBoard continues until the annual meeting of related transactionsstockholders for fiscal year 2023, and the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, could result in an increase in outstanding common shares or voting power of 5% or more.

In light of this rule, the Company may not issue the Deferred Payment Shares or the Performance Shares to Mr. Oudom unless the Company obtains the approval of its shareholders. Accordingly, at the Special Meeting, shareholders will be asked to approve the issuanceterm of the Deferred Payment Shares andClass III member of the Performance Shares.Board continues until the annual meeting of stockholders for fiscal year 2024.

The Board has determined that entering into the Phenix SPAfollowing table provides information regarding each Class I nominee to our Board:

*: See footnote above.

Director nominee and the issuance of the Deferred Payment Shares and the Performance Shares are in the best interests of the Company and its shareholders. Due to Phenix’s substantial distribution potential in Asia and the expected profit margin of its healthcare products, Phenix is expected to generate significant revenues and profits in 2023, which if achieved would bring increased valuedirector information

Fnu Oudom was elected to the shareholders ofBoard on May 9, 2022. He was appointed as the Company.

Both our Audit CommitteeCompany’s President and our Board have unanimously approved the issuance of the Deferred Payment Shares and the potential issuance of the Performance Shares. If Proposal One is approved by our shareholders, 270,000 shares of Common Stock will be issued to Mr. Oudom immediately and 5,000,000 additional shares of Common Stock will be issued to Mr. Oudom, if and when the aggregate net profit generated by Phenix is at least $2,500,000 in 2023 or in any fiscal quarter in 2023.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
approval of the ISSUANCES of the deferred payment shares and the PERformance shareS

PROPOSAL TWO — APPROVAL OF the proposed ISSUANCE OF the Investment Shares

On February 27, 2023, the Company entered into the February SPA with Mr. Oudom, whereby the Company agreed to sell 2,500,000 shares of Common Stock (the “Investment Shares”) to Mr. Oudom in consideration for $3,000,000 in cash, based on a purchase price of $1.50 per share, subject to shareholder approval. The closing price of the Common Stock immediately preceding the signing of the February SPA was $1.32. The average closing price of the Common Stock for the five trading days immediately preceding the signing of the February SPA was $1.404. In the event shareholder approval is not obtained, the Company will not receive the $3,000,000 cash investment from Mr. Oudom.

Pursuant to Nasdaq Rule 5635(d), shareholder approval is required prior to the issuance of common stock in a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance, at a price less than the lower of: (i) the closing price immediately preceding the signing of the binding agreement, or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the transaction.

Although the Investment Shares will be issued at a price higher than both (i) the closing price of the Common Stock immediately preceding the signing of the February SPA and (ii) the average closing price of the Common Stock for the five trading days immediately preceding the signing of the February SPA, the Company is seeking shareholders’ approval because of Mr. Oudom’s position as the Chairman of the Board and controlling shareholder of the Company. Accordingly, at the Special Meeting, shareholders will be asked to approve the issuance of the Investment Shares pursuant to the February SPA.

The Board has determined that entering into the February SPA and the sale of the Investment Shares are in the best interests of the Company and its shareholders because of the Company’s immediate need to obtain additional financing. Further, the equity investment byon May 12, 2022. Mr. Oudom is more favorable to the Company than the other financing options currently available to the Companyhas worked at FCCC Inc., a US company focused on strategic investments and will allow the Company to improve its debt structure and provide funds necessary for the stabilization and expansion of the Company’s operations. The Company has no obligation to file a registration statement with the SEC for the resale of the Investment Shares.

Both our Audit Committee and our Board have unanimously approved the proposed issuance of the Investment Shares. If Proposal Two is approved by our shareholders, 2,500,000 shares of Common Stock will be issued to Mr. Oudom immediately. If Proposal Two is not approved by our shareholders at the Special Meeting, the Company will not receive the $3,000,000 investment and will be required to seek other financing.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
approval of the ISSUANCE of the Investment Shares

PROPOSAL Three — APPROVAL OF the proposed ISSUANCE OF the prePAYment shares

On December 6, 2022, the Company sold a convertible promissory note (the “Convertible Note”) to Mr. Oudom for $2,000,000. The Convertible Note carries an annual interest rate of 6%, which is payable together with the principal amount one (1) year after the date of the issuance of the Convertible Note. The holder has the right to exercise a conversion right at a conversion price of $0.40 per share (which was adjusted to $4.00 after a 10 to 1 reverse stock split of the Common Stock on December 9, 2022), to have the aggregate amount of the principal and accrued interest repaid in shares of Common Stock, in lieu of a cash payment. The Convertible Note may be prepaid in whole or in part at any time or from time to time during its term without penalty. In the event of a prepayment, the holder has the right to convert the amount of pre-payment into shares of Common Stock.

On February 27, 2023, the Company and Mr. Oudom entered into the Prepayment Agreement whereby the parties agreed that the Company will exercise its prepayment right under the Convertible Note by issuing shares of Common Stock. In order to induce Mr. Oudom to convert the Convertible Note into shares of Common Stock and in consideration of Mr. Oudom’s agreement to waive his right to any and all interest accrued and to be accrued under the Convertible Note, the Company agreed to issue 1,330,000 shares of Common Stock (the “Prepayment Shares”) at a conversion price of $1.50 per share, subject to the shareholders’ approval, as full payment of the $2,000,000 principal of the Convertible Note and any interest payable thereunder. The closing price of the Common Stock immediately preceding the signing of the Prepayment Agreement was $1.32. The average closing price of the Common Stock for the five trading days immediately preceding the signing of the Prepayment Agreement was $1.404. If Proposal Three is not approved by our shareholders at the Special Meeting, the Company shall cause an additional shareholders meeting to be held semi-annually thereafter until shareholders’ approval is obtained for the issuance of the Prepayment Shares; provided, however, that if shareholders’ approval has not been obtained by the maturity date of the Convertible Note, which is one year from the date of the issuance of the Convertible Note, the Company will immediately pay the principal balance due under the Convertible Note plus interest accrued through the date of the full payment of the Convertible Note, to Mr. Oudom.

Pursuant to Nasdaq Rule 5635(d), shareholder approval is required prior to the issuance of common stockacquisitions in a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Companyvariety of common stock (or securities convertible into or exercisable for common stock), which equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance, at a price less than the lower of: (i) the closing price immediately preceding the signing of the binding agreement, or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the transaction.

Although the Prepayment Shares will be issued at a price higher than both (i) the closing price of the Common Stock immediately preceding the signing of the Prepayment Agreement and (ii) the average closing price of the Common Stock for the five trading days immediately preceding the signing of the Prepayment Agreement, the Company is seeking the approval of its shareholders in order to issue the Prepayment Shares to Mr. Oudom, because of Mr. Oudom’s position as theindustries, since April 2021. He was Chairman of the Board of the Time Chain Group, a pharmaceutical and nutritional product research & development and distribution company, from March 2015 to March 2021. From May 2018 to December 2020, he was the Representative of Vanuatu to the United Nations Economic and Social Council for Asia and the controlling shareholderPacific, dedicated to promoting higher standards of living, economic and social progress for the island country. From April 2014 to April 2016, he was the Representative of Tuvalu to the United Nations Economic and Social Council for Asia and the Pacific, focused on the promotion of the Company. Accordingly,island country’s social economic development and facilitation of the island country’s cultural and educational exchange with other member countries. From September 1998 to March 2014, he was the President of Suranaree Industrial Zone., LTD in Thailand, leading the establishment and development of the industrial zone. Mr. Oudom studied as a postgraduate at the Special Meeting, shareholdersInstitute of Political Science and Law at the French Academy of Social Sciences in Paris from September 1989 to May 1995 and served as a visiting professor at Taiwan Mingdao University in 2014. He received his bachelor’s degree in Philosophy from Sichuan University in China.

Tiewei Song was elected to the Board on May 18, 2018. He was appointed as the Company’s CEO and President in October 2019 and resigned as President on May 9, 2022. Mr. Song has served as both the president and director of Shenyang Langzi Investment Management Co., Ltd., an asset management consulting firm, since December 2012. From July 2008 to July 2013, Mr. Song was the chief representative of German Varengold Bank in China. From October 1999 to May 2008, Mr. Song was the executive director and president of Liaoning Jiachang Group. He also serves as a director of BIQI International Holdings Corp. Mr. Song graduated from Peking University with bachelor’s and master’s degrees in mathematics.

Mia Kuang Ching has served as a director of the Company since August 2009 and is Chairman of the Audit Committee. Since October 2013 he has served as the Managing Director of Le Yu Corporate Advisory Pte Ltd., a human resource consulting firm. From January 2012 to October 2013, he worked as an independent M&A consultant. From May 2001 until December 2, 2011 he was the managing partner of SBA Stone Forest Corporate Advisory (Shanghai) Co., Ltd. From 1997 to 2000, he was the Chief Accountant of Dalian Container Terminal, a joint venture formed by PSA Corporation of Singapore and the Port of Dalian Authority. From 1994 to 1997, he was the Group Financial Controller of Fullmark Pte. Ltd., and responsible for operations in China, Hong Kong, Malaysia and Vietnam and was in-charge of strategic investment, group financing and mergers and acquisitions. From 1992 to 1994 he was a Regional Accountant (South Europe) of Singapore Airlines. Mr. Ching graduated from the National University of Singapore with a bachelor’s degree in accountancy.

Sammi Earn Seok Ang was elected to the Board on May 12, 2022. Starting on January 1, 2024, she will take the position of Chief Executive Officer of Phenix Bio Inc. She has worked at Pacific Rainbow International Inc. as a buyer of dietary nutritional raw materials since October 2017. From December 2013 to May 2016, she worked at M/A-COM Technology Solutions Holdings, Inc. as a logistics analyst. From December 2012 to Dec 2013, she worked at Mindspeed Technologies, Inc., a semiconductor manufacturer as a buyer/planner. From Feb 2012 to July 2012, she worked at Paper Mart, an industrial & retail packaging company, as a buyer. From January 2008 to July 2010, she worked at RJ Sports, a soft goods importer/wholesaler/manufacturer of golf bags and accessories as a product manager. Ms. Seok Ang holds two bachelor’s degrees in International Business — Management and in Computer Information Systems Track — Client-Server and a master’s degree in Business Administration — Logistics and Transportation from Missouri State University.

Barry I. Regenstein was elected to the Board on July 13, 2022. He is a co-founder of Sperry Re Capital LLC, a commercial real estate services provider in New York City and has served as President since January 2021. He has worked at SC Property Development, LLC, a residential and commercial real estate developer in New York City as the Managing Director and Chief Financial Officer since January 2020. He has also worked at Suzuki Capital LLC, a real estate investment, development and management company in New York City as the Chief Financial Officer since June 2016. Mr. Regenstein worked at Tumbleweed Holdings, a finance organization for a development stage company in New York City as the Interim Chief Financial Officer from October 2014 to September 2018 and at KRR Ventures, Inc., a finance firm in New York City as the Managing Director from April 2015 to September 2018. He worked at Lightship Partners, a consulting firm in Roslyn Heights, NY as a partner from February 2014 to September 2018. From August 2004 to March 2013, he worked at Command Security Corporation (NYSE MKT: MOC), a security and aviation services company in Lagrangeville, NY as President (2006-2013), Chief Financial Officer (2004-2013), Director (2007-2012), and Executive Vice President and Chief Operating Officer (2004-2005). From July 1982 to June 2003, he worked at Globeground North America (formerly Hudson General Corporation), a services provider to general aviation community in Great Neck, NY, as Senior Vice President and Chief Financial Officer (2001-2003), and Vice President and Chief Financial Officer (1997-2001). Mr. Regenstein has a bachelor’s degree in accounting from University of Maryland and a masters’ degree from Long Island University. He is a Certified Public Accountant and a licensed Real Estate Salesperson. He is a member of the American Institute of Certified Public Accountants, the New York State Society of Certified Public Accountants and the Institute of Management Accountants.

Tim H. Safransky was elected to the Board on July 13, 2022. He has worked at Commonwealth Development of Florida LLC, a real estate financing firm in Tampa, Florida since January 2004 as the Managing Member. Previously, he worked at Greystone Capital Corporation, a real estate financing firm in Tampa, Florida as President from January 1997 to January 2004. He worked at Amex Tax & Business, a tax consulting firm in Tampa, Florida as a senior accountant from January 1990 to December 1994. Mr. Safransky has a bachelor’s of arts degree in accounting from University of West Florida. He has been a Certified Public Accountant since 1988.

Symington Smith is a director nominee. Symington W. Smith joined BIMI International Medical Inc. as its Chief of Staff in June 2022. He has worked as the Managing Director of The Waysmith Group, an extensive privately-owned family real estate portfolio in Asia since January 2021, and has been a Member of the National Committee on US-China Relations since December 2022. Since September 2022, Smith has served as a voluntary Advisory Council Member at the Harvard Business Review. From January 2020 to July 2020, he worked for the multinational law firm Baker McKenzie’s London Office as a corporate M&A paralegal and was a founding member of its China Practice. From October 2019 to November 2019, he served the British government as an assistant editor at the Cabinet Office of the United Kingdom. From January 2017 to May 2019, he worked as a copywriter for the British public relations agency Ogilvy. Mr. Smith is trilingual and a Chartered Member of the Chartered Institute of Linguistics. He holds a B.A. degree in Linguistics from Peking University, a Master of Laws degree in Politics and Foreign Policy from Tsinghua University, an M.S. degree in Social Science from King’s College London, and an Masters in Public Health from Yale University.

On November 27, 2023, Mr. Xiaoping Wang informed the Company that he was not seeking re-election to the Board. There are no familial relationships among our directors or nominees.

Effect of Approval by Stockholders

Directors are elected by a majority of the votes cast in person or represented by proxy and entitled to vote at the Annual Meeting. Shares represented by executed proxies will be askedvoted, if authorization to approvedo so is not withheld, for the issuanceelection of the Prepayment Shares pursuant toseven nominees named in Proposal 1.1, or the Prepayment Agreement.three nominees names in Proposal 1.2. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee as the Board may propose.

THE BOARD RECOMBMENDS A VOTE “FOR” ALL OF THE
NOMINEES IN PROPOSAL 1.1 and in proposal 1.2

CORPORATE GOVERNANCE

Board Leadership Structure

The Board has determined that entering intoconsiders and establishes the Prepayment Agreement andappropriate leadership structure for the issuanceCompany.

Independence of the Prepayment Shares are inBoard of Directors

As required under the best interestslisting standards of The NASDAQ Stock Market, a majority of the Company and its shareholders becausemembers of a listed company’s board of directors must qualify as “independent,” except for “controlled companies” within the meaning of the Company’s immediate need to reduce its debt and obtain additional equity financing. corporate governance standards of Nasdaq.

The equity investment by Mr. Oudom is more favorable to the Company than the other financing options currently available to the Company and will allow the Company to improve its debt structure and provide funds necessary for the stabilization and expansionChairman of the Company’s operations. The Company has no obligation to file a registration statement with the SEC for the resale of the Prepayment Shares.

Both our Audit Committee and our Board, have unanimously approved the proposed issuance of the Prepayment Shares. If Proposal Three is approved by our shareholders, 1,330,000 shares of Common Stock will be issued to Mr. Fnu Oudom, immediately.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
approval of the ISSUANCE of the prepayment shareS

Effect of the Transactions to be approved under Proposals One through Three on Current Shareholders

The issuance of the Deferred Payment Shares, the Performance Shares, the Investment Shares and the Prepayment Shares, if approved, (collectively the “New Oudom Shares”) will negatively impact the voting power and economic rights of our shareholders. As of the Record Date, there were [    ] shares of Common Stock outstanding. If the issuance of all of the New Oudom Shares is approved, an additional 8,600,000 shares of Common Stock will be issued, which will bring the total number of issued and outstanding shares of Common Stock to [    ], based on the number of the shares of Common Stock outstanding at the Record Date. If all the New Oudom Shares are issued, based on the number of the shares of Common Stock outstanding as of the Record Date, Mr. Oudom will hold [            ] shares of Common Stock, or approximately [    ] % of the Common Stock outstanding post issuance. Below is a table reflecting Mr. Oudom’s holdings of Common Stock and percentage of shares outstanding with respect to each of the proposals being voted on;

If any of the proposals are approved, Mr. Oudom will have the ability to exercise a significant influence over our business and affairs and generally have the power to determine all matters submitted to a vote of our shareholders where our shares vote together as a single class, including the election of directors and approval of significant corporate transactions. Mr. Oudom may make decisions regarding our Company and our business that are opposed to other shareholders’ interests or with which other shareholders’ may disagree. Mr. Oudom’s voting power could have the effect of deterring or preventing a change in control of our Company that might otherwise be beneficial to our other shareholders.

Upon the issuance of all of the New Oudom Shares, Mr. Oudom will ownowned [ ]% of our outstanding Common Stock.Stock on the Record Date. As a result,such, we will beare a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

(i)     the requirement that a majority of our board of directors

(ii)    the requirement that we have a compensation committee that is composed entirely of directors who meet the Nasdaq independence standards for compensation committee members; and

(iii)   the requirement that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that consists entirely of independent directors.

If the New Oudom SharesWe are issued, we will be permitted to utilize these exemptions. While we do not presentlyexemptions and intend to rely on these exemptions we could decide to utilize these exemptions in the future,for as long as we remain a controlled company. IfRegardless of the results of Proposal One, starting from January 1, 2024, we utilize such exemptions available to controlled companies, we maywill not have a majority of independent directors, our nominations committee and compensation committee maywill not consist entirely of independent directors and such committees maywill not be subject to annual performance evaluations. Accordingly, under these circumstances, youour stockholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Upon

Starting from January 1, 2024, Ms. Sammi Earn Seok Ang will take the issuanceposition of Chief Executive Officer at the Company’s subsidiary Phenix Bio Inc and therefore will not be qualified as “independent” under the rules and regulations of the New Oudom Shares, weSEC and The NASDAQ Stock Market anymore. We expect our independent directors, as such term is defined by the applicable rules and regulations of Nasdaq, will be Mia Kuang Ching, Sammi Ean Seok Ang, Timothy H. Safransky and Barry I. Regenstein.

Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board of directorsBoard has determined that as of the Record Date, all members of the Board, except for Fnu Oudom, Tiewei Song, and Xiaoping Wang, are independent directors, including for purposes of the rules of Nasdaq and the SEC. In making such independence determination, our board of directorsBoard considered the relationships that each non-employeenon-employee director has with us and all other facts and circumstances that our board of directorsBoard deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employeenon-employee director. In considering the independence of the directors listed above, our board of directorsBoard considered the association of our directors with the holders of more than 5% of our Common Stock.

Committees of the Board of Directors

The Board has established three standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee. Since we are a “controlled company”, only the members of the Audit Committee qualify as “independent” under the rules and regulations of the SEC and The NASDAQ Stock Market.

Audit Committee

The current members of our audit committee are Mia Kuang Ching (Chair), Sammi Ean Seok Ang and Timothy H. Safransky, each of whom we believe satisfies the independence requirements of the SEC. We believe Mr. Ching is qualified as an audit committee financial expert under the regulations of the SEC by reason of his work experience. Sammi Ean Seok Ang will lose her qualification as an independent director as of January 1, 2024. We expect that Barry I. Regenstein will replace her as a member of our Audit Committee. Our audit committee assists our Board in its oversight of:

The Audit Committee’s charter is available in the Company Governance Documents section of the Investor Relations section of the Company’s website at: www.usbimi.com.

Compensation Committee

The current members of our compensation committee are Barry I. Regenstein, Sammi Ean Seok Ang and Timothy H. Safransky. We expect that Mia Kuang Ching will replace Sammi Earn Seok Ang as a member of our Compensation Committee. The Compensation Committee reviews and, as it deems appropriate, recommends to the Board policies, practices and procedures relating to the compensation of the Company’s executive officers and other managerial employees, including the determination, in its discretion, of the amount of annual bonuses, if any, for our executive officers and other professionals. The Compensation Committee advises and consults with our senior executives as may be requested regarding managerial personnel policies.

The Compensation Committee’s charter is available in the Company Governance Documents section of the Investor Relations section of the Company’s website at: www.usbimi.com.

Nominating Committee

The current members of our nominating committee are Sammi Ean Seok Ang, Timothy H. Safransky and Barry I. Regenstein. We expect that Mia Kuang Ching will replace Barry I. Regenstein a as member of our Nominating Committee.

The Nominating Committee identifies and recommends nominees to the Board and oversees compliance with our corporate governance guidelines. The Nominating Committee is responsible for assembling for stockholder consideration a group of nominees that, taken together, have the experience, qualifications, attributes, and skills appropriate for functioning effectively as a Board. The Nominating Committee reviews the composition of the Board in light of the Company’s changing requirements, its assessment of the Board’s performance, and the inputs of stockholders and other key constituencies.

While the Nominating Committee has not adopted specific minimum criteria for director nominees, the Committee looks for certain characteristics common to all board members, including integrity, strong professional reputation and record of achievement, constructive and collegial personal attributes, and the ability and commitment to devote sufficient time and energy to Board service.

In addition, the Nominating Committee seeks to include on the Board a complementary mix of individuals with diverse backgrounds and skills that can help the Board to meet the broad set of challenges that it confronts. These individual qualities can include matters like experience in the Company’s industry, technical experience (for example, financial or technological expertise), experience gained in situations comparable to the Company’s, leadership experience, and relevant geographical experience. The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

The following is a brief description of the specific experience and qualifications, attributes or skills of each nominee that led to the conclusion that such person should serve as a director of the Company:

The Nominating Committee will consider all bona fide candidates for election to the Board and will consider any stockholder nominations pursuant to the same criteria, provided those nominated are submitted in accordance with applicable law and within the time periods set forth herein for receipt of stockholder proposals for the 2023 Annual Meeting of Stockholders. To date, the Company has not received any recommendations from stockholders for candidates for inclusion in the committee’s slate of nominees.

The Nominating Committee’s charter is available in the Company Governance Documents section of the Investor Relations section of the Company’s website at: www.usbimi.com.

Meetings of the Board of Directors

The Board met two (2) times during 2023 and acted eight (8) times by unanimous written consent. All directors attended all the meetings of the Board held during 2023.

We expect that all of our directors and director nominees will attend the 2023 Annual Meeting of Stockholders. We do not maintain a formal policy regarding director attendance at our annual meeting of stockholders.

The Board’s Role in Risk Oversight

The Board has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation arrangements. The Audit Committee oversees management of financial risks. The Nominating Committee manages risks associated with the independence of the Board and potential conflicts of interest of director nominees. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.

Stockholder Communications with the Board of Directors

The Company’s corporate governance policies set forth a process by which stockholders and other interested third parties can send communications to the non-management members of the Board. When stockholders or other interested third parties have concerns, they may make them known to the non-management directors by communication to: tiantian@usbimi.com. All such correspondence is provided to the independent directors at, or prior to, the next regular Board meeting.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics that applies to all officers and directors, employees, consultants and advisors. The Code of Business Conduct and Ethics is available in the Company Governance Documents section of the Investor Relations section of the Company’s website at www.usbimi.com. If the Company makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code to any executive officer or director, the Company will promptly disclose the nature of the amendment or waiver on its website.

Clawback Policy

The Company has adopted a Clawback Policy that applies to all executive officers. The Clawback Policy is available in the Company Governance Documents section of the Investor Relations section of the Company’s website at www.usbimi.com. If the Company makes any substantive amendments to the Claw-back Policy or grants any waiver from a provision of the Code to any executive officer, the Company will promptly disclose the nature of the amendment or waiver on its website.

Board Diversity

Although the Company does not presently have a formal Board Diversity Policy, we believe in diversity and value the benefits that diversity can bring to our board of directors. Diversity promotes the inclusion of different perspectives and ideas, mitigates against group think and ensures that the Company has the opportunity to benefit from all available talent. The promotion of a diverse Board makes prudent business sense and makes for better corporate governance. Of our five board members, one is female, and another nominee director is female.

The Company seeks to maintain a Board comprised of talented and dedicated directors with a diverse mix of expertise, experience, skills and backgrounds. The skills and backgrounds collectively represented on the Board should reflect the diverse nature of the business environment in which the Company operates. For purposes of Board composition, diversity includes, but is not limited to, business experience, geography, age, gender and ethnicity. In particular, the Board should include an appropriate number of female directors.

The Company is committed to a merit-based system for Board composition within a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination. When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board, the Company will consider candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the Board.

Board Diversity Matrix

TableEXECUTIVE COMPENSATION

Compensation of ContentsExecutive Officers

The following table sets forth information concerning the total compensation during the last two fiscal years for our named executive officers whose total salary in fiscal 2022 totaled $100,000 or more:

Employment Agreements, Termination of Employment and Change-in-Control Arrangements

We entered into an employment agreement (the “Song Agreement”) with Mr. Song dated October 1, 2019, under which Mr. Song agreed to serve as our Chief Executive Officer for a term of two years commencing October 1, 2019 with base annual cash compensation of $500,000, which has not been paid as yet. The Song Agreement was renewed on October 28, 2021 for one (1) year. Under the renewed agreement, we agreed to pay him an annual base salary of $1,000,000 in cash and an annual stock compensation of 100,000 shares of our Common Stock (reflecting a 1-to-10 reverse stock split on December 9, 2022). During each renewal period thereafter his salary will consist of an annual base salary of $300,000 in cash, subject to an annual review by the Board of Directors or the Compensation Committee thereof. We have not paid, but have accrued $1,777,250 in salary expense for Mr. Song since January 2022.

During the term of employment, Mr. Song will perform the duties as are commensurate and consistent with his position and will devote his full working time, attention and efforts to the Company and to discharging the responsibilities of his position, and such other duties as may be assigned from time to time by the Company, which relate to the business of the Company and are reasonably consistent with his position. During the term of employment, Mr. Song will not engage in any business activity that, in the reasonable judgment of the board of directors of the Company, conflicts with his duties under the Song Agreement, whether or not such activity is pursued for gain, profit or other advantage.

The Song Agreement and employment thereunder may be terminated (1) automatically upon the death or total disability of Mr. Song, (2) without Cause by the Company or for Good Reason (both as defined in the Song Agreement) by Mr. Song, in which case Mr. Song will be entitled to receive termination payments and benefits, including without limitation, an amount equal to six (6) months’ salary, unpaid salary earned through the date of termination and unused vacation that has accrued and would be payable under the Company’s standard benefits, in the amount equal to $10,000,000, and other benefits.

On December 23, 2022, Mr. Tiewei Song provided a written performance pledge to the Company, whereby he pledged to use his best efforts to ensure that the aggregate amount of the available cash (excluding cash received as loans or capital infusions or cash held in restricted accounts or otherwise unavailable for unrestricted use for any reason) of Chongqing Bimai Pharmaceutical Technology Group Co., Ltd., a subsidiary of Bimai Pharmaceutical (Chongqing) Co., Ltd., and its subsidiaries, as of December 31, 2023, held in bank accounts of financial banking institutions, as audited by the Company’s independent auditors will be not less than $2 million (the “Performance Target”). If the Performance Target is not met by December 31, 2023, Mr. Song will forfeit his unpaid cash salary accrued from October 1, 2021 to September 30, 2022 in the amount of $1 million.

On January 27, 2022, we entered into an employment agreement with Baiqun Zhong, our interim Chief Financial Officer, for a term of one (1) year, effective May 21, 2021, taking into consideration that she served as the Interim CFO from May 21, 2021 until July 14, 2021 and assumed such role once again on September 27, 2021. Under the agreement, Ms. Zhong’s compensation consists of an annual salary of $250,000 in cash. We have not entered into a renewal agreement with Ms. Zhong, thus terms in the previous employment agreement continue to apply. As of the date of this proxy statement, we have not made any cash payment to Ms. Zhong. Since January 1, 2023, Ms. Baiqun Zhong has been paid a reduced monthly salary of RMB 7,000.

On January 27, 2022, we entered into an employment agreement with Mr. Xiaoping Wang for a term of one (1) year, effective January 1, 2022. Under the agreement, Mr. Wang’s compensation will consist of an annual salary of $500,000 in cash and stock compensation of 50,000 shares of the Company’s common stock (reflecting a 1-to-10 reverse stock split on December 9, 2022). We issued 50,000 shares of our common stock to Mr. Wang in January, 2022. As of the date of this proxy statement, we have not made any cash payment to Mr. Wang. We did not renew the employment agreement with Mr. Wang for 2023.

On December 23, 2022, Mr. Xiaoping Wang provided a written performance pledge to the Company, whereby he pledged to use his best efforts to ensure that the aggregate amount of the available cash (excluding cash received as loans or capital infusions or cash held in restricted accounts or otherwise unavailable for unrestricted use for any reason) of Chongqing Bimai Pharmaceutical Technology Group Co., Ltd., a subsidiary of Bimai Pharmaceutical (Chongqing) Co., Ltd., and its subsidiaries, as of December 31, 2023, held in bank accounts of financial banking institutions, as audited by the Company’s independent auditors will be not less than $2 million (the “Performance Target”). If the Performance Target is not met by December 31, 2023, Mr. Wang will forfeit all his unpaid cash salary accrued through the end of 2023 and will return to the Company the 50,000 shares of the Company’s common stock he previously received as salary. 

Compensation of Directors

As of December 31, 2022, we had four non-employee directors, of whom only Mr. Mia Kuang Ching has received compensation, as set forth in the table below. As of December 6, 2021, the Company entered into Board of Directors Agreements (the “BOD Agreements”) with each of Messrs. Fengsheng Tan, Ju Li, Jianxin Wang and Ching Mia Kuang, independent directors of the Company. Pursuant to the BOD Agreements, each of Messrs. Fengsheng Tan, Ju Li, Jianxin Wang and Ching Mia Kuang are entitled to a monthly cash payment of $2,000. No cash payments were made in 2022. The BOD Agreements also contain customary provisions addressing obligations for agreements of this type such as confidentiality, dispute resolution, termination, the Company’s duty to reimburse reasonable expenses, etc. On March 6, 2022, Mr. Fengsheng Tan resigned as a director, at which time the Company paid him a lump sum payment of $8,000 for his services as a director of the Company since 2018 during which period he did not receive any compensation. Directors who are also employees of the Company and/or its subsidiaries received no additional compensation for their services as directors.

Outstanding Equity Awards

To date, we have not implemented a stock option plan or issued any stock options, stock appreciation rights or other equity awards to our executive officers. We may decide and reserve the right to initiate such a plan or plans in the future as deemed appropriate by the Board.

Pension Benefits

We have not entered into any pension benefit agreements with any of our executive officers or directors. We contribute to the social insurance for our employees each month, which includes pension, medical insurance, unemployment insurance, occupational injuries insurance and housing provision funds in accordance with PRC regulations.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our Common Stock as of [   ], 2023 for: (i) each shareholderstockholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock; (ii) each of our directors and director nominees;directors; (iii) each of our named executive officers; and (iv) all of our directors and executive officers as a group:

____________

(1)      Pursuant to Rule 13-d-313-d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each person indicated above has sole power to vote, or dispose or direct the disposition of all shares beneficially owned.

(2)      Unless

Certain Relationships and Related Transactions

Agreements entered into with our Chairman, Fnu Oudom

On June 9, 2022, we entered into a stock purchase agreement with our Chairman of the Board, Mr. Fnu Oudom, whereby Mr. Oudom agreed to purchase 1,250,000 (post a 1-for-10 reverse split in December 2022) shares of Common Stock for $5 million, or $0.40 per share, subject to the approval of our stockholders. On July 18, 2022, 1,250,000 (post a 1-for-10 reverse split in December 2022) shares of Common Stock were issued to Mr. Oudom upon the approval of our stockholders at our 2022 annual meeting of shareholders.

On July 5, 2022, we entered into a stock purchase agreement (as amended on February 27, 2023) with Mr. Oudom, whereby we agreed to acquire 100% of the equity interests in Phenix Bio Inc. (“Phenix”), a distributor of healthcare products. The transaction closed effective March 15, 2023. The aggregate purchase price for the equity interests in Phenix was $180,000 in cash, which has been paid, plus 5,270,000 shares of the Company’s common stock, of which 270,000 shares were issued upon the approval of the issuance by the Company’s shareholders and the balance of 5,000,000 shares were issuable if Phenix met a performance target of achieving aggregate net profit of at least $2,500,000 in calendar year 2023 or in any fiscal quarter of 2023. Such performance target was met in the second quarter of 2023 and the 5,000,000 shares were issued to Mr. Oudom on [   ].

On December 6, 2022, we sold a convertible promissory note (the “Note”) to Mr. Fnu Oudom for $2 million. The Note carries an annual interest rate of 6%, which is payable together with the principal amount one (1) year after the date of the Note. Seven (7) business days before the maturity date of the Note, the Note holder has the right to exercise a conversion right at a conversion price of $0.40, to have the aggregate amount of the principal and accrued interests repaid in shares of our Common Stock, in lieu of cash payment. The conversion price of $0.40 reflects a 60% premium on the closing price of the Common Stock on NASDAQ on the date of issuance of the Note, which was $0.25). On February 27, 2023, the Company and Mr. Oudom entered into an agreement (the “Prepayment Agreement”) whereby the parties agreed that the Company will exercise its prepayment right under the Note by issuing shares of Common Stock. In consideration of Mr. Oudom’s agreement to convert the Note in shares of Common Stock and to waive his right to any and all interest accrued and to be accrued under the Note, the Company agreed to issue 1,330,000 shares of Common Stock at a conversion price of $1.50 per share, subject to the shareholders’ approval, as full payment of the $2,000,000 principal of the Note and accrued interest. Such issuance was approved by the Company’s shareholders on April 13, 2023 and completed on June 19, 2023.

On February 27, 2023, the Company entered into a stock purchase Agreement with Mr. Oudom, whereby the Company agreed to sell 2,500,000 shares of Common Stock to Mr. Oudom for $3,000,000 in cash, based on a purchase price of $1.50 per share, subject to shareholder approval of the issuance of such shares. Such issuance was approved by the Company’s shareholders on April 13, 2023. As of December [   ], Mr. Oudom has paid $2,600,000 of the $3,000,00. We anticipate that the transaction will be completed by year-end 2023.

Transactions with middle management personnel

Amount due to middle management personnel

As of December 31, 2022 and December 31, 2021, the total amounts due to related parties and mid-management officers was $4,600,441 and $730,285, respectively, which included:

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, or written representations that no other reports were required, and to the best of our knowledge, all our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities have filed with the Securities and Exchange Commission Forms 3, 4 and 5 respectively, as applicable.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS*

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting and disclosure controls and procedures. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended, with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee is responsible for reviewing, approving and managing the engagement of the Company’s independent registered public accounting firm, including the scope, extent and procedures of the annual audit and compensation to be paid therefore, and all other matters the Audit Committee deems appropriate, including the Company’s independent registered public accounting firm’s accountability to the Board and the Audit Committee. The Audit Committee reviewed with the Company’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of audited financial statements with generally accepted accounting principles, its judgment as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the audit committee under auditing standards generally accepted in the United States, including those described in Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees,” and discussed and reviewed the results of the Company’s independent registered public accounting firm’s examination of the financial statements. In addition, the Audit Committee discussed with the Company’s independent registered public accounting firm the independent registered public accounting firm’s independence from management and the Company, including the matters in the written disclosures and the letter regarding its independence as required by the applicable requirements of the Public Company Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence. The Audit Committee also considered whether the provision of any non-audit services was compatible with maintaining the independent registered public accounting firm’s independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for its audits and received from them written disclosures and letter regarding their independence. The Audit Committee meets with the Company’s independent registered public accounting firm, with and without management present, to discuss the results of its examinations and the overall quality of the Company’s financial reporting. The Audit Committee acted six (6) times by unanimous written consent during the fiscal year ended December 31, 2022.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC. The Audit Committee retained Enrome LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Audit Committee:

Mia Kuang Ching
Sammi Ean Seok Ang

Timothy H. Safransky

PROPOSAL TWO — APPROVAL OF the adoption of AN AMENDMENT TO THE amended
and restated BYLAWS

Background

Section 109 of the General Corporation Law of Delaware (the “DGCL”) provides that the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote, unless the company, in its certificate of incorporation, confers the power to adopt, amend or repeal bylaws upon the directors. The Company’s current Amended and Restated Certificate of Incorporation reserves the power to adopt, amend or repeal the bylaws to our stockholders.

Currently, as provided for in our bylaws, we have a staggered board (also known as classified board), consisting of three classes of directors, with only one class (approximately one-third of the overall directors) being subject to stockholder election at any particular annual stockholder meeting, for a three-year term.

The Board evaluated the benefits and drawbacks of the staggered board and believes a one-year term will give the directors more motivation to diligently discharge their duties and act in the best interests of the Company and its stockholders. After careful deliberation, the Board adopted resolutions submitting the Proposed Bylaws Amendment to our stockholders and is recommending that the Proposed Bylaws Amendment be approved by stockholders. This proposal demonstrates the Board’s continuing commitment to strong corporate governance practices and enhancement of stockholders’ rights that the Board believes are consistent with its goal of creating long-term, sustainable value for our stockholders. Therefore, the stockholders are asked at this Annual Meeting to approve an amendment to the bylaws, to eliminate the staggered board and create a standard board where the directors are elected annually to hold office until the next annual meeting of stockholders and until their successors are elected and qualified.

In recommending the Proposed Bylaws Amendment, the Board was in no way motivated to implement anti-takeover mechanisms and has no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. Furthermore, the proposed amendments are not the result of the Company’s knowledge of any effort by any party to accumulate the Company’s securities or otherwise obtain control of the Company by means of a merger, tender offer, solicitation in opposition or otherwise.

Text of the Proposed Amendment to the Amended and Restated Bylaws

We propose that each of Sections 3.02, 3.03, 3.04 and 3.05 of our Amended and Restated Bylaws be amended to read in its entirety as follows:

“Section 3.02 Number. The Board of Directors shall consist of not less than 3 and not more than 7 directors, with the exact number within that range to be as fixed from time to time by resolution of a majority of the total number of directors last fixed by the Board, which number shall not be reduced by any vacancies when determining the existence of such majority.

Section 3.03 Term of Office. Directors shall be elected at each annual meeting of stockholders. Each director shall hold office until the next annual meeting of stockholders and thereafter until his or her successor shall have been elected and qualified or until the director’s earlier death, resignation, disqualification, or removal.

Section 3.04 Resignation; Vacancies. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later effective date or upon the happening of an event or events as is therein specified. A verbal resignation shall not be deemed effective until confirmed by the director in writing or by electronic transmission to the Corporation.

Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors shall be solely filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. A director elected to fill a vacancy or a newly created directorship shall hold office for the term specified in Section 3.03, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal.

Section 3.05 Removal. Any director or the entire Board of Directors may be removed from office only for cause and only by the affirmative vote of at least a majority of the total voting power of the outstanding shares of the capital stock of the Corporation entitled to vote in any annual election of directors, voting together as a single class.”

This description of the Proposed Bylaws Amendment is a summary and is qualified by and subject to the full text of the Proposed Bylaws Amendment, which is attached to this proxy statement as Annex A.

Timing of the Proposed Bylaws Amendment

The Proposed Bylaws Amendment becomes effective upon the approval thereof by our stockholders at the Annual Meeting.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDMENT TO

OUR AMENDED AND RESTATED bylaws

PROPOSAL THREE — APPROVAL OF the adoption of AN AMENDMENT TO THE amended
and restated CERTIFICATE OF INCORPORATION

Background

When we acquired Boqi Zhengji Pharmacy Chain Co., Ltd. in 2019 as our first step to shift our focus from the energy sector to the healthcare business, we changed our company name from NF Energy Saving Corporation to BOQI International Medical Inc. to better reflect the Company’s new focus, upon stockholder approval at our 2019 Annual Meeting.

At our 2021 Annual Meeting, the stockholders approved the change of our Company name from BOQI International Medical Inc., which reflected a divested business line and was outdated, to BIMI International Medical Inc., which better described the Company as a group company.

The Board believes that the Company’s current name BIMI International Medical Inc. reflects a narrow business sector where the Company operates, and a new company name that better describes our vision to operate in multiple industries is advisable. The proposed new company name is BIMI Holdings Inc. which is consistent with our NASDAQ ticker symbol “BIMI.”

In recommending the Proposed COI Amendment, the Board was in no way motivated to implement anti-takeover mechanisms and has no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. Furthermore, the proposed amendments are not the result of the Company’s knowledge of any effort by any party to accumulate the Company’s securities or otherwise obtain control of the Company by means of a merger, tender offer, solicitation in opposition or otherwise.

Under the DGCL, the Company’s stockholders are not entitled to dissenters’ rights and the Company will not independently provide our stockholders with any such right.

Text of the Proposed Amendment to the Amended and Restated Certificate of Incorporation

We propose that Section 1 of our Amended and Restated Certificate of Incorporation be amended to read in its entirety as follows:

“FIRST. The name of this corporation shall be:

BIMI Holdings Inc.”

This description of the Proposed COI Amendment is a summary and is qualified by and subject to the full text of the Proposed COI Amendment, which is attached to this proxy statement as Annex B.

Timing of the Proposed COI Amendment

If the proposed COI Amendment is approved by our stockholders, it will become effective immediately upon the filing of a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which we expect to file promptly after the Annual Meeting. If the proposed amendment is not approved by our stockholders, the name of the Company will remain unchanged.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDMENT TO

OUR amended and restated CERTIFICATE OF INCORPORATION

PROPOSAL FOUR — ADVISORY VOTE ON EXECUTIVE COMPENSATION

Background

The Board is providing our stockholders with a non-binding advisory vote on our executive compensation pursuant to the Dodd-Frank Wall Street Consumer Protection Act (“Dodd-Frank Act”) and Section 14A of the Securities Exchange Act of 1934, as amended.

This advisory vote on executive compensation, commonly referred to as a “say-on-pay” advisory vote, is not binding on our Board. However, the Board will take into account the result of the vote when determining future executive compensation arrangements.

At our 2022 Annual Meeting of Stockholders, our stockholders had the opportunity to vote on an advisory say-on-pay proposal. The majority of the votes cast were in favor of our say-on-pay proposal.

Proposed Resolution

The Board recommends that our stockholders vote in favor of the say-on-pay vote as set forth in the table,following resolution:

RESOLVED, that the addresscompensation of each beneficial ownerthe Company’s named executive officers as disclosed in the Proxy Statement for the Company’s 2023 Annual Meeting of Stockholders this proxy statement, including as discussed in the section entitled “Executive Compensation” and notes and narrative therein, be and hereby is, c/oapproved by the stockholders of BIMI International Medical Inc., on an advisory basis.

Next Say-On-Pay Vote

The next say-on-pay vote is anticipated to occur at 725 5our 2024 Annual Meeting of Stockholders.

THE BOARD RECOMMENDS A VOTE “FOR”
approval, on an advisory basis, of our executive compensation.

PROPOSAL FIVE — ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Background

The Board is providing our stockholders with a non-binding advisory vote on the frequency of future advisory votes on executive compensation, or say-on-pay votes, such as that provided for in Proposal Six — Advisory Vote on Executive Compensation. This non-binding advisory vote is required to be conducted every three years under Section 14A of the Securities Exchange Act of 1934, as amended, pursuant to the Dodd-Frank Act. Our last frequency of say-on-pay vote was held at our 2022 Annual Meeting of Stockholders, at which stockholders voted in favor of an annual say-on-pay vote. The next required advisory vote on the frequency of future stockholder advisory votes on executive compensation will occur no later than the 2026 Annual Meeting of stockholders.

Stockholders may indicate whether they prefer that we hold a say-on-pay vote every one year, two years, or three years, or they may abstain from this vote.

Reasons for an Annual Say-on-Pay Vote Recommendation

After careful consideration, the Board, upon recommendation of the Compensation Committee, has determined that holding a say-on-pay vote on an annual basis continues to be the best approach for our stockholders at this time, and recommends that stockholders vote for future advisory votes on executive compensation to occur every year. While our executive compensation program is designed to promote a long-term connection between pay and performance, the Board recognizes that executive compensation decisions are made annually and that an annual say-on-pay vote would:

Stockholders are not voting to approve or disapprove the Board’s recommendation. Instead, stockholders may indicate their preference regarding the frequency of future say-on-pay votes by selecting every one year, two years, or three years. Stockholders that do not have a preference regarding the frequency of future say-on-pay votes may abstain from voting on the proposal.

The option of every one year, two years, or three years that receives the highest number of votes cast by our stockholders will reflect the frequency for future say-on-pay votes that has been selected by our stockholders. As this is an advisory vote, the outcome of the vote is not binding on us, and the Compensation Committee and the Board may decide that it is in the best interests of our stockholders to hold a say-on-pay vote more or less frequently than the preference receiving the highest number of votes of our stockholders. However, the Compensation Committee and the Board value the opinions expressed by our stockholders in their vote on this proposal and expect to take into account the outcome of this vote when considering the frequency of future advisory votes on executive compensation.

The Board recommends A vote “for” a frequency of every “ONE YEAR,” on an
advisory basis, for future advisory votes on executive compensation, or say-
on-pay votes

PROPOSAL SIX — RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected Enrome LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Representatives of Enrome LLP are expected to be present at the Annual Meeting and will be available to respond to appropriate questions.

Stockholder ratification of the selection of Enrome LLP as the Company’s independent registered public accounting firm is not required by the Company’s Bylaws or otherwise. However, the Board, on behalf of the Audit Committee, is submitting the selection of Enrome LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

THE BOARD RECOMMENDS A VOTE “FOR”
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Principal Accountant Fees

The following table represents the aggregate fees billed for professional audit services rendered by our prior independent auditors, Audit Alliance LLP, for their audit of our annual financial statements during the years ended December 31, 2022 and 2021 respectively:

Your vote is important. Please promptly vote your shares of our Common Stock by completing, signing, dating, and returning your proxy card or by Internet or telephone voting as described on your proxy card.

ANNEX A

CERTIFICATE OF AMENDMENT
TO THE
amended and restated BYLAWS
OF
BIMI INTERNATIONAL MEDICAL INC.

BIMI INTERNATIONAL MEDICAL INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

FIRST: Each of Sections 3.02, 3.03, 3.04 and 3.05 of the Amended and Restated Bylaws of the Corporation (the “Bylaws”) is hereby amended and restated in its entirety to read as follows:

“Section 3.02 Number. The Board of Directors shall consist of not less than 3 and not more than 7 directors, with the exact number within that range to be as fixed from time to time by resolution of a majority of the total number of directors last fixed by the Board, which number shall not be reduced by any vacancies when determining the existence of such majority.

Section 3.03 Term of Office. Directors shall be elected at each annual meeting of stockholders. Each director shall hold office until the next annual meeting of stockholders and thereafter until his or her successor shall have been elected and qualified or until the director’s earlier death, resignation, disqualification, or removal.

Section 3.04 Resignation; Vacancies. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later effective date or upon the happening of an event or events as is therein specified. A verbal resignation shall not be deemed effective until confirmed by the director in writing or by electronic transmission to the Corporation.

Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors shall be solely filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. A director elected to fill a vacancy or a newly created directorship shall hold office for the term specified in Section 3.03, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal.

Section 3.05 Removal. Any director or the entire Board of Directors may be removed from office only for cause and only by the affirmative vote of at least a majority of the total voting power of the outstanding shares of the capital stock of the Corporation entitled to vote in any annual election of directors, voting together as a single class.”

SECOND: This Certificate of Amendment shall become effective as of [        ], 2023 at [      ] [A.M/P.M.], Eastern Time.

THIRD: This Certificate of Amendment was duly adopted in accordance with Section 109 of the DGCL and Article VIII of the Bylaws. The Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. An annual meeting of stockholders of the Corporation was duly called upon notice in accordance with Section 222 of the DGCL and held on [        ], 2023, at which meeting the necessary number of shares were voted in favor of the proposed amendments. The stockholders of the Corporation duly adopted this Certificate of Amendment.

IN WITNESS WHEREOF, the Corporation has caused the Certificate of Amendment to be duly executed in its corporate name as of the [        ] day of [        ], 2023.

12

TableANNEX B

CERTIFICATE OF AMENDMENT
TO THE
amended and restated certificate of Contentsincorporation
OF
BIMI INTERNATIONAL MEDICAL INC.

BIMI INTERNATIONAL MEDICAL INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

FIRST: Article 1 of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

“FIRST. The name of this corporation shall be:

BIMI Holdings Inc.”

SECOND: This Certificate of Amendment shall become effective as of [        ], 2023 at [      ] [A.M/P.M.], Eastern Time.

THIRD: This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL. The Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. An annual meeting of stockholders of the Corporation was duly called upon notice in accordance with Section 222 of the DGCL and held on [        ], 2023, at which meeting the necessary number of shares were voted in favor of the proposed amendments. The stockholders of the Corporation duly adopted this Certificate of Amendment.

IN WITNESS WHEREOF, the Corporation has caused the Certificate of Amendment to be duly executed in its corporate name as of the [        ] day of [        ], 2023.

BIMI INTERNATIONAL MEDICAL INC.

PROXY CARD
2022 SPECIAL2023 ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS TO BE HELD ON [   ]APRIL 13, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints ☐Mr. Fun Oudom and Mr. Tiewei Song, asor either of them, attorneys or attorney and proxy of the undersigned, with full power of substitution and revocation in each to vote any or all shares of Common Stock of BIMI International Medical Inc. (the “Company”) which the undersigned may be entitled to vote at the 2023 SpecialAnnual Meeting of ShareholdersStockholders to be held on April 13,[   ], 2023, and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting.instructions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2, 3, 4 AND 6 AND FOR A ONE YEAR FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION through inTHREE. PROPOSAL 5.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

1.      To approve, in accordance with Nasdaq Marketplace Rule 5635(a), the issuance of shares of Common Stock pursuant to the Phenix SPA, whereby the Company agreed to issue 270,000 shares of Common Stock to Mr. Oudom as partial consideration for the Company’s purchase of 100% equity interests in Phenix from Mr. Oudom, and to issue 5,000,000 additional shares of Common Stock to Mr. Oudom in the event Phenix attains profit of $2,500,000 in 2023.

2.      To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of 2,000,000 shares of Common Stock to Mr. Oudom in consideration for a cash payment of $3,000,000 pursuant to the February SPA.

3.      To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of 1,330,000 shares of Common Stock to Mr. Oudom pursuant to the Prepayment Agreement in consideration for the prepayment of a $2,000,000 convertible promissory note sold by the Company to Mr. Oudom on December 6, 2022.

☐ FOR    ☐ AGAINST    ☐ ABSTAIN

☐☐ FOR    ☐ AGAINST    ☐ ABSTAIN

☐ FOR    ☐ AGAINST    ☐ ABSTAIN

☐ FOR    ☐ AGAINST    ☐ ABSTAIN

The shares represented by this proxy will be voted as directed by the undersigned shareholder.stockholder. If no direction is given, such shares will be voted “FOR” the nominees listed in Proposal One,1, “FOR” Proposals 2, 3, 4 and 6, and for a one year frequency of advisory votes on executive compensation in Proposal Two and Proposal Three, and in the discretion of the proxy holder(s) with respect to other matters properly brought before the meeting, including any adjournments thereof.5.

Please print the name(s) appearing on each share certificate(s) over which you have voting authority: