Q:     What items of business will be voted on at the AnnualSpecial Meeting?

A:     The items of business scheduled to be voted on at the AnnualSpecial Meeting are:

1.      To elect the seven nominees named in this proxy statement to serve as directors of the Company;

2.      To approve the adoption of an amended and restated certificate of incorporation (the “Proposed Restated COI ”);

3.      To approve an amendment to our Certificate of Incorporation (the “Proposed Reverse Stock Split Amendment”) to effect a reverse stock split of the common stock of the Company (the “Common Stock”) within the range to be determined by the Board (the “Reverse Stock Split”);

4.      To approve, in accordance with Nasdaq Marketplace Rules 5635,Rule 5635(a), the saleissuance of 12,500,000shares of the Common Stock pursuant to the Stock Purchase Agreement dated as of July 5, 2022, as amended on February 27, 2023 (the “Phenix SPA”) between the Company and Mr. Fnu Oudom (“Mr. Oudom”), the Chairman of the board of directors, whereby the Company agreed to issue 270,000 shares of Common Stock to Mr. Oudom as partial consideration for the ChairmanCompany’s purchase of 100% of the Board,equity interests in Phenix Bio Inc. (“Phenix”) from Mr. FnuOudom; 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;

Q:     What shares may I vote?

A:     Each share of our Common Stock $0.001 par value issued and outstanding as of the close of business on the Record Date is entitled to one vote on each of the matters to be voted upon at the AnnualSpecial Meeting.

You may vote all shares owned by you as of the Record Date, including (a) shares held directly in your name as the stockholdershareholder of record and (b) shares held for you as the beneficial owner through a broker, trustee or other nominee. We had [            ] shares of Common Stock issued and outstanding on the Record Date.

Q:     What is the difference between being a stockholdershareholder of record and being the beneficial owner of shares held in street name?

A:     A stockholdershareholder of record owns shares which are registered in his or her own name. A beneficial owner owns shares which are held in street name through a third party, such as a broker. As summarized below, there are some distinctions between a stockholdershareholder of record and a beneficial owner.

StockholderShareholder of Record

If on [        ] , 2022 your shares were not held in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then youYou are the beneficial owner of shares held in “street name” and the Notice of Annual Meeting and Proxy Statement are being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting atany of your shares registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC with respect to such shares, these proxy materials are being sent to you by the Annual Meeting.Company. As a beneficial owner,the shareholder of record, you have the right to directgrant your brokervoting proxy directly to Mr. Tiewei Song, the Company’s Chief Executive Officer, or such other agent regarding howperson you wish to designate, or to vote the shares in your account. Simply follow the voting instructions provided to ensure that your vote is counted. You are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Annual Meeting unlessSpecial Meeting. We have enclosed a proxy card for you request and obtain a validto grant your voting proxy from your broker or other agent.to Mr. Tiewei Song.

Shares Beneficially Held in Street Name

You are the beneficial owner of any of your shares of Common Stock held in street name. With respect to such shares registered through a broker, these proxy materials, together with a voting instruction card, are being forwarded to you by your broker. As the beneficial owner, you have the right to direct your broker how to vote. You may use the voting

In light of COVID-19, we strongly encourage our stockholders to vote by proxy in advance of the Annual Meeting. Depending on concerns about and developments relating to COVID-19, the Board could determine to change the date, time and/or format of the meeting.

Q:     How can I vote my shares without attending the AnnualSpecial Meeting?

A:     Whether you hold shares directly as the stockholdershareholder of record or beneficially in street name, you may direct how your shares are voted without attending the AnnualSpecial Meeting. If you are a stockholdershareholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker. For directions on how to vote, please refer to the instructions on your proxy card or, for shares held beneficially in street name, the voting instruction card provided by your broker.

StockholdersShareholders of record may submit proxies by completing, signing, dating, and mailing their proxy cards to the address provided on the proxy card. StockholdersShareholders who hold shares beneficially in street name may vote by completing, signing, and dating the voting instruction cards provided and mailing them to the address provided on the voting instruction card. The proxy card and voting instruction card also include directions as to how you may submit your vote through the Internet. The voting instruction card may also include directions for alternative methods of submitting your vote. We encourage you to vote early. If you choose to vote by mail, please allow sufficient time for your proxy or voting instruction card to reach our vote tabulator prior to the AnnualSpecial Meeting.

Q:     Who will count the votes?

A:     Votes at the AnnualSpecial Meeting will be counted by an inspector of election, who will be appointed by the Board.

Q:     What is the effect of not voting?

A:     If you are a stockholdershareholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the AnnualSpecial Meeting. If you are a stockholdershareholder of record and you properly sign and return your proxy card, your shares will be voted as you direct. If no instructions are indicated on such proxy card and you are a stockholdershareholder of record, shares represented by the proxy will be voted in the manner recommended by the Board on all matters presented in this proxy statement, namely “FOR” all seventhe approval of the director nominees; “FOR”proposal with respect to the Proposed Restated COI; “FOR”issuance of the Proposed Reverse Stock Split Amendment; “FOR”Deferred Payment Shares and the Proposed Sale of Securities;Performance Shares under the Phenix SPA for the purposes compliance with Nasdaq Listing Rule 5635(a); “FOR” the approval on a non-binding advisory basis, of the compensationproposal with respect to the issuance of the executive officers named in this proxy statement;Investment Shares under the February SPA for the purposes compliance with Nasdaq Listing Rule 5635(d); and “FOR” the approval on an advisory basis, the “ONE YEAR” frequency of non-binding advisory votes to approve executive compensation; and “FOR” the ratification of the appointmentproposal with respect to the issuance of Audit Alliance LLP as our independent registered public accounting firm.the Prepayment Shares under the Prepayment Agreement for the purposes compliance with Nasdaq Listing Rule 5635(d).

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

Q:     Can I revoke my proxy or change my vote after I have voted?

A:     You may revoke your proxy and change your vote by voting again or by attending the AnnualSpecial Meeting and voting in person. Only your latest dated proxy card received at or prior to the AnnualSpecial Meeting will be counted. However, your attendance at the AnnualSpecial Meeting will not have 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 at the AnnualSpecial Meeting. If you are a beneficial owner, you will need to request a legal proxy from your broker and bring it with you to vote at the AnnualSpecial Meeting.

Q:     How many votes are required to hold the AnnualSpecial 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 entitled to vote on the Record Date is necessary to hold the AnnualSpecial Meeting and conduct business. This is called a quorum. Abstentions and broker non-votes will be considered as present at the AnnualSpecial Meeting for purposes of establishing a quorum.

Tim H. Safranskyaggregate net profit generated by Phenix is a director nominee. He has worked at Commonwealth Development of Florida LLC, a real estate financing firmleast $2,500,000 in Tampa, Florida since January 2004 as the Managing Member. Previously, he worked at Greystone Capital Corporation, a real estate financing firm2023 or in Tampa, Florida as President from January 1997 to January 2004. He worked at Amex Tax & Business, a tax consulting firmany fiscal quarter 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.

On May 28, 2022, Messrs.    Ju Li and Jianxin Wang informed the Company that they were not seeking re-election to the Board. There are no familial relationships among our directors or nominees.2023.

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

Meetings of the Board of Directors

The Board met seventeen (17) times during 2021 and acted thirteen (13) times by unanimous written consent. All directors attended all the meetings of the Board held during 2021.

We expect that allbeneficial ownership of our directors and director nominees will attend the 2022 Annual Meeting of Stockholders. We do not maintain a formal policy regarding director attendance at our annual meeting of stockholders.

capital stock by each nonThe Board’s Role in Risk Oversight-employee

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 director. In considering 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-managementdirectors 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, 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.

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 tolisted above, our board of directors. Diversity promotesdirectors considered the inclusionassociation 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 mixthe holders 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

EXECUTIVE COMPENSATION

Compensation of Executive 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 2021 totaled $100,000 or more:

Summary Compensation Table

On January 24, 2022, the Company issued 1,000,000 shares of Common Stock as the salary for Mr. Tiewei Song. We accrued $235,000, as part of the cash compensation in 2021 based on the terms of his employment agreement.

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

Agreement with Mr. Tiewei Song

We entered into an employment agreement (the “Original 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 October1, 2019 with base annual cash compensation of $500,000, which amount has not been paid as yet. The Original Song Agreement was renewed on October 28, 2021 for one (1) year (the “Renewed Song Agreement”). Under the Renewed Song Agreement, we agreed to pay him an annual base salary of $1,000,000 in cash and an annual stock compensation of 1,000,000 sharesmore than 5% of our Common Stock, which are not subject to stock splits or reverse stock splits. On June 9, 2022, we amended the Renewed Song Agreement to, among other things, allow the term of his employment agreement to automatically renew every year unless both the Company and Mr. Song agree not to renew in writing and to adjust his annual base salary to $300,000 in cash going forward. His employment agreement, as renewed and amended, is hereinafter referred to as the “Song Agreement.” 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 and COBRA and other benefits, or (3) in the event Mr. Song’s employment is terminated in connection with a Change of Control, Mr. Song will be entitled to receive a severance payment in the amount equal to $20,000,000, and other benefits.

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.Stock.

On January 27, 2022, we entered into an employment agreement with Mr. Xiaping 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 500,000 shares of the Company’s Common Stock, which are not subject to stock splits or reverse stock split. We issued 500,000 shares of our Common Stock to Mr. Wang in January 2022 We did not provide any cash compensation to Mr. Wang for the year ended December 31, 2021.

Compensation of Directors

As at December 31, 2021, 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. 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. Directors who are also employees of the Company and/or its subsidiaries received no additional compensation for their services as directors.

Outstanding Equity Awards

We have not implemented a stock option plan at this time and since inception, we have not issued any stock options, stock appreciation rights or other equity awards to our executive officers. We may decide, at a later date, and reserve the right to, initiate such a plan or plans as deemed appropriate by the Board of Directors.

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 of Directors or Compensation Committee.

Amount due to related parties and middle management personnel

As of December 31, 2021 and 2020, the total amounts payable to related parties and mil-level management was $730,285 and $226,514, respectively, which included:

•        Amount payable to Mr. Yongquan Bi, the former Chief Executive Officer and Chairman of the Board of Directors of the Company, of $30,258 and $29,566, respectively, free of interest and due on demand. These amounts represent the remaining balance that Mr. Yongquan Bi advanced for third party services on behalf of the Company during the ordinary course of business of the Company since the beginning of 2018.

•        Amount payable to Mr. Li Zhou, the legal representative (general manager) of Guanzan, of $477,128 and $0, respectively, is for daily operation and third party profession fees with no interest.

•        Amounts payable to Mr. Fuqing Zhang, the Chief Executive Officer of Xinrongxin of $188,684 and $184,370, respectively, free of interest and due on demand. The amount due to Mr. Fuqing Zhang is for reimbursable operating expenses that the Company owed to Mr. Zhang prior to the acquisition of Boqi Zhengji.

•        Amounts payable to Mr. Youwei Xu, the financial manager of Xinrongxin of $12,872 and $12,578, respectively, free of interest and due on demand. The amount due to Mr. Xu, relates to reimbursable operating expenses that was owed to Mr. Xu prior to the acquisition of Boqi Zhengji.

•        Amounts payable to Shaohui Zhuo, the general manager of Guoyitang of $5,102 and $0, respectively, for daily operation with no interest.

•        Amounts payable to Nanfang Xiao, a director of Guoyitang of $11,450 and $0, respectively, was for daily operation with no interest.

•        Amounts payable to Jia Song, the manager of Guoyitang of $4,791 and $0, respectively, was for daily operation with no interest.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934,(2)      Unless 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, Ju Li and Jianxin Wang, the directors who chose not to stand for re-election at the Annual Meeting, have not filed Forms 3 with the SEC in a timely manner.

PROPOSAL TWO — APPROVAL OF the adoption of AN amended and restated CERTIFICATE OF INCORPORATION

Purpose of Amendment and Restatement of Certificate of Incorporation

The purpose of the amendment and restatement of our Certificate of Incorporation generally is to update and make the document current, to improve the quality of our corporate governance and to enhance the rights of stockholders in the Company’s critical decision-making process. Each of the proposed material amendments are discussed in greater detail below.

Power to Amend the Bylaws

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 Certificate of Incorporation, as amended (the “Existing COI”) provides that the Board shall have the power to adopt, amend or repeal the bylaws.

The Board recognizes that requiring stockholder approval of any amendment to the Company’s bylaws will enhance their rights and permit them to express their views on the provisions of the Company’s governance documents. Furthermore, limiting the ability of the Board to amend the bylaws helps reinforce the Board’s commitment to long-term stockholder value, provides protection against certain abusive tactics that could distract from the orderly management of the Company’s affairs, and allows the Board to focus on long-term stockholder value.

Stockholders’ Written Consent

Section 228 (a) of the DGCL provides that unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Existing COI adopts such default approach and allows the stockholders to take actions by a written consent in lieu of a meeting of the stockholders.

Our Board recognizes that although the use of written consents give stockholders the flexibility of adopting resolutions without the expense of a stockholders meeting, it also deprives the non-signing stockholders’ right to learn about and vote on matters that could be critical to the Company and the stockholders.

Other Provisions

Other provisions of the Proposed Restated COI merely incorporate all the amendments previously made to the Certificate of Incorporation of the Company.

After careful deliberation, the Board adopted resolutions submitting the Proposed Restated COI to stockholders and is recommending that the Proposed Restated COI 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.

In recommending the Proposed Restated COI, 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.

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

No Dissenters’ Rights

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

If our Stockholders approve proposal Two, we intend to promptly file the Restated COI with the Secretary of State of the State of Delaware.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL 2 ADOPTION OF AN AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

PROPOSAL THREE — APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO EFFECT A REVERSE STOCK SPLIT of THE common stock

General

The Company is asking stockholders to adopt and approve the Proposed Reverse Stock Split Amendment to effect a Reverse Stock Split, if the Board determines it is necessary and in the best interest of our stockholders. The Board has unanimously approved and declared advisable the Proposed Reverse Stock Split Amendment and recommends that our stockholders adopt and approve the Proposed Reverse Stock Split Amendment. The following description of the Proposed Reverse Stock Split Amendment is a summary and is subject to the full text of the Proposed Reverse Stock Split Amendment, which is attached to this Proxy Statement as Annex B. The text of the Proposed Reverse Stock Split Amendment may be altered to reflect any changes required by applicable law, regulatory authority or otherwise deemed necessary or advisable by the Board.

If stockholders approve this proposal, the Board will cause the Certificate of Amendment to our Certificate of Incorporation (our Restated Certificate of Incorporation if Proposal Two is approved) to be filed with the Secretary of State of State of Delaware and effect the Reverse Stock Split only if the Board determines that the Reverse Stock Split would be in the best interests of the Company and its stockholders. The Reverse Stock Split could become effective as soon as the business day immediately following the Special Meeting. The Board also may determine in its discretion not to effect the Reverse Stock Split and not to file the Certificate of Amendment. No further action on the part of stockholders will be required to either implement or abandon the Reverse Stock Split.

Depending on the ratio for the Reverse Stock Split determined by the Board, a minimum of 2 and a maximum of 10 shares in aggregate of the Common Stock will be combined into one new share of our Common Stock. As of June 2, 2022 (the “Measurement Date”), 15,079,887 shares of our Common Stock were issued and outstanding. Based on the number of shares of Common Stock issued and outstanding as of the Measurement Date, immediately following the Reverse Stock Split, the Company would have approximately 7,539,943 shares of Common Stock issued and outstanding if the ratio for the Reverse Stock Split is 1-2, and approximately 1,507,988 shares of Common Stock issued and outstanding if the ratio for the Reverse Stock Split is 1-10, as illustrated in the table under the caption “Effects of the Reverse Stock Split — Effect on Shares of Common Stock.” Any other ratios selected within such range would result in a number of shares of Common Stock issued and outstanding following the Reverse Stock Split between 1,507,988 and 7,539,943 shares.

If approved and effected, all holders of the Common Stock will be affected proportionately by the Reverse Stock Split, except for adjustments that may result from the treatment of fractional shares as described below.

To avoid the existence of fractional shares of Common Stock after the reverse stock split, fractional shares that would be created as a result of the reverse stock split will be rounded up to the next whole share, including fractional shares that are less than one half of one share.

Except for adjustments that may result from the treatment of fractional shares as described below, each stockholder will hold the same percentage of the outstanding Common Stock immediately following the Reverse Stock Split as that stockholder did immediately prior to the Reverse Stock Split. The par value of our Common Stock will continue to be $0.001 per share (see “— Effects of the Reverse Stock Split — Reduction in Stated Capital”).

Except as otherwise indicated, all share, per share, and related numbers and data in this Proxy Statement reflect pre-split information and do not give effect to the Reverse Stock Split.

Board Discretion to Implement the Reverse Stock Split

If the Reverse Stock Split proposal is approved by a majority of our stockholders, the Board will have the discretion to determine, as it deems to be in the best interest of our stockholders, the specific ratio to be used within the Range and the timing of the reverse stock split, which must occur at any time prior to the first anniversary of its approval by the stockholders. The Board may also, in its discretion, determine not to effect the reverse stock split if it concludes, subsequent to obtaining stockholder approval, that such action is not in the best interests of our Company and our stockholders. Our Board believes that the availability of a range of reverse stock split ratios will provide it with the

flexibility to implement the reverse stock split in a manner designed to maximize the anticipated benefits for us and our stockholders. In determining whether to implement the reverse split following the receipt of stockholder approval, our Board may consider, among other things, factors such as:

•        meeting certain listing requirements of The NASDAQ Capital Market;

•        the historical trading price and trading volume of our Common Stock;

•        appealing to a broader range of investors to generate greater investor interest in the Company;

•        the then-prevailing trading price and trading volume of our Common Stock and the anticipated impact of the reverse split on the trading market for our Common Stock;

•        the anticipated impact of the Reverse Stock Split on our ability to raise additional financing; and

•        prevailing general market and economic conditions.

Background and Reasons for the Reverse Stock Split

Our stockholders approved a reverse stock split at a special meeting of the stockholders on November 5, 2021, which was implemented by our Board on February 2, 2022 when each five shares of Common Stock were combined into one new share of our Common Stock (the “2021 Reverse Stock Split”). Our stock traded at an average of $1.724 per share one week for the five business days after the 2021 Reverse Stock Split. The closing price of our Common Stock was $[            ] on the Record Date.

Our Board is submitting a reverse stock split proposal to our stockholders for approval again with the primary intent of increasing the per share trading price of our Common Stock to enhance our ability to meet the Continued Listing Requirements of The NASDAQ Capital Market. Accordingly, for this and other reasons discussed below, we believe that effecting the Reverse Stock Split is in our best interests and the best interests of our stockholders.

We believe that the Reverse Stock Split will allow us to continue to be listed on The NASDAQ Capital Market or another national securities exchange. The Listing Rules of The NASDAQ Capital Market require, among other things, the maintenance of a minimum bid price of $1 per share. Reducing the number of outstanding shares of our Common Stock should, absent other factors, increase the per share market price of our Common Stock, although we can provide no assurance that the price of our Common Stock would remain above the threshold required for continued listing on The NASDAQ Capital Market following the implementation of the Reverse Stock Split.

We believe that the Reverse Stock Split may provide us and our stockholders with other potential benefits, such as improved marketability and liquidity of our Common Stock and increased interest and trading in our Common Stock Due to the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may function to make the processing of trades in low priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split will make our Common Stock a more attractive and cost effective investment for many investors, which will enhance the liquidity of the holders of our Common Stock.

Reducing the number of outstanding shares of our Common Stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our business and may adversely affect the market price of our Common Stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above.

If our Board determines that effecting the Reverse Stock Split is in our best interest, the Reverse Stock Split will become effective upon filing of an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware. The amendment will set forth the number of shares to be combined into one share of our Common Stock

within the limits set forth in this proposal. Except for adjustments that may result from the treatment of fractional shares as described below, each stockholder will hold the same percentage of our outstanding Common Stock immediately following the Reverse Stock Split as such stockholder holds immediately prior to the Reverse Stock split.

Certain Risks and Potential Disadvantages Associated with the Reverse Stock Split

We cannot assure you that the proposed Reverse Stock Split will increase our stock price. We expect that the Reverse Stock Split will increase the per share market price of our Common Stock. However, the effect of the Reverse Stock Split on the per share market price of our Common Stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies is varied, particularly since some investors may view a reverse stock split negatively. It is possible that the per share market price of our Common Stock after the Reverse Stock Split will not increase in the same proportion as the reduction in the number of our outstanding shares of Common Stock following the Reverse Stock Split. In addition, although we believe the Reverse Stock Split may enhance the marketability of our Common Stock to certain potential investors, we cannot assure you that, if implemented, our Common Stock will be more attractive to investors. Even if we implement the Reverse Stock Split, the per share market price of our Common Stock may decrease due to factors unrelated to the Reverse Stock Split, including our future performance. If the Reverse Stock Split is consummated and the per share market price of our Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.

Even if our stockholders adopt and approve the Reverse Stock Split and the Reverse Stock Split is effected, there can be no assurance that we will continue to meet The NASDAQ Capital Market’s continued listing criteria.

The proposed Reverse Stock Split may decrease the liquidity of our Common Stock and result in higher transaction costs. The liquidity of our Common Stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares that will be outstanding after the Reverse Stock Split, particularly if the per share market price does not increase as a result of the Reverse Stock Split. In addition, if the Reverse Stock Split is implemented, it will increase the number of our stockholders who own “odd lot” of fewer than 100 shares of Common Stock. Brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of Common Stock. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing the marketability of our Common Stock as described above.

Effective Time

The effective time of the Reverse Stock Split (the “Effective Time”), if approved by stockholders and implemented by the Board, will be the date and time set forth in the Certificatetable, the address of Amendment thateach beneficial owner is filed with the Secretary of State of State of Delaware, will be determined at the discretion of the Board, and may occur as soon as the business day immediately following the Annual Meeting, assuming the stockholders approve the Proposed Reverse Stock Split Amendment. However, the exact timing of the filing of the Certificate of Amendment to effect the Reverse Stock Split will be determined by the Board based on its evaluation as to when such action will be the most advantageous to the Company and our stockholders, which must occur at any time prior to the first anniversary of its approval by the stockholders.

If, at any time prior to the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval, and without further action by the stockholders, the Board, in its sole discretion, determines that it is in the best interests of the Company and its stockholders to delay the filing of the Certificate of Amendment or abandon the Reverse Stock Split, the Reverse Stock Split may be delayed or abandoned.

Effects of the Reverse Stock Split

General

After the Effective Time, if approved by stockholders and implemented by the Board, each stockholder will own a reduced number of shares of Common Stock. The principal effect of the Reverse Stock Split will be to proportionately decrease the number of outstanding shares of our Common Stock based on the reverse stock split ratio selected by the Board.

Other than as a result of the treatment of fractional shares as described above, voting rights and other rights of the holders of our Common Stock will not be affected by the Reverse Stock Split, and the number of stockholders of record will not be affected by the Reverse Stock Split. If approved and implemented, the Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of our Common Stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares. The Board believes, however, that these potential effects are outweighed by the benefits of the Reverse Stock Split.

Effect on Shares of Common Stock

The following table contains approximate information, based on share information as of June 2, 2022, relating to our outstanding Common Stock based on the Range of the Reverse Stock Split ratio assuming that Proposal Three is approved and the Reverse Stock Split is implemented:

____________

(1)      Does not include approximately 2,100,000 additional shares of Common Stock that may be issued in connection our acquisitions of Chongqing Guoyitang Hospital Co., Ltd., Chaohu Zhongshan Minimally Invasive Hospital, Wuzhou Qiangsheng Hospital Co., Ltd., Suzhou Eurasia Hospital Co., Ltd., Yunan Yuxi Minkang Hospital Co., Ltd., Chongqing Zhuoda Pharmaceutical Co., Ltd. and Bengbu Mary Ob-Gyn Hospital Co., Ltd. and 5,283,285 shares issuable upon exercise of outstanding warrants.

Reported per share net income or loss will be higher because there will be fewer shares of Common Stock outstanding.

After the effective date of the Reverse Stock Split that the Board elects to implement, our Common Stock would have a new committee on uniform securities identification procedures, or CUSIP number, a number used to identify our Common Stock.

Our Common Stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect the registration of our Common Stock under the Exchange Act or the listing of our Common Stock on NASDAQ. Following the Reverse Stock Split, our Common Stock will continue to be listed on NASDAQ under the symbol “BIMI,” although it will be considered a new listing with a new CUSIP number.

Effect on Authorized Shares of Common Stock

The Reverse Stock Split Proposal will not change the number of authorized shares of Common Stock but will increase the number of authorized shares available for future issuance for corporate needs such as equity financing, retirement of outstanding indebtedness, stock splits and stock dividends, employee benefit plans, or other corporate purposes as may be deemed by the Board to be in the best interests of the Company and its stockholders.

Effect on Par Value

The Proposed Reverse Stock Split Amendment will not affect the par value of our Common Stock, which will remain at $0.001.

Reduction in Stated Capital

As a result of the Reverse Stock Split, upon the Effective Time, the stated capital on our balance sheet attributable to our Common Stock, which consists of the par value per share of our Common Stock multiplied by the aggregate number of shares of our Common Stock issued and outstanding, will be reduced in proportion to the size of the Reverse Stock Split, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged.

Potential Anti-takeover Effects of a Reverse Stock Split

Implementation of the Reverse Stock Split will result in a significant increase in the authorized but unissued shares of Common Stock vis-à-vis the outstanding shares of Common Stock. An increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of the Company with another company). The Reverse Stock Split proposal is not being proposed in response to any effort of which we are aware to accumulate shares of our Common Stock or obtain control of the Company, nor is it part of a plan by management to recommend a series of similar amendments to the Board and stockholders. Our Board has not considered the Reverse Stock Split to be a tool to be utilized as a type of anti-takeover device, and it has determined that a reduction in the number of authorized shares of Common Stock is appropriate.

Fractional Shares

To avoid the existence of fractional shares of Common Stock after the reverse stock split, fractional shares that would be created as a result of the reverse stock split will be rounded up to the next whole share, including fractional shares that are less than one half of one share.

Effect on Registered and Beneficial Stockholders

Upon a reverse stock split, we intend to treat stockholders holding Common Stock in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding Common Stock in “street name.” However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. If you hold your shares with a bank, broker or other nominee, and if you have any questions in this regard, we encourage you to contact your bank, broker or nominee.

Effect on Registered Certificated Shares

Some of our registered stockholders hold all their shares in certificate form. If any of your shares are held in certificate form, you will receive a transmittal letter from our transfer agent, American Stock Transfer and Trust Company, as soon as practicable after the effective date of the Reverse Stock Split. The letter of transmittal will contain instructions on how to surrender your certificate(s) representing your pre-Reverse Stock Split shares to the transfer agent.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

No Appraisal Rights

Under the DGCL, our stockholders are not entitled to dissenter’s rights or appraisal rights with respect to the Reverse Stock Split, and we will not independently provide our stockholders with any such rights.

Interest of Certain Persons in Matters to be Acted Upon

No executive officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Reverse Stock Split that is not shared by all of our other stockholders, except that the 1,000,000 shares of Common Stock issued to our CEO, Mr. Tiewei Song, and the 500,000 shares of Common Stock issued to our COO, Mr. Xiaoping Wang, as their salaries are not subject to stock splits or reverse stock splits per the terms of their respective employment agreements. As a result, their holdings of Common Stock were not adjusted after the 2021 Reverse Stock Split.            Both Mr. Song and Mr. Wang have agreed to waive such privileges with respect to their shares of Common Stock in all future stock splits, reverse stock splits and similar transactions.

Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split

Certain Federal Income Tax Considerations

The following discussion describes certain material federal income tax considerations relating to the Reverse Stock Split. This discussion is based upon the Internal Revenue Code, existing and proposed regulations thereunder, legislative history, judicial decisions and current administrative rulings and practices, all as amended and in effect on the date hereof. Any of these authorities could be repealed, overruled or modified at any time. Any such change could be retroactive and, accordingly, could cause the tax consequences to vary substantially from the consequences described herein. No ruling from the Internal Revenue Service (the “IRS”) with respect to the matters discussed herein has been requested, and there is no assurance that the IRS would agree with the conclusions set forth in this discussion.

This discussion may not address certain federal income tax consequences that may be relevant to particular stockholders in light of their personal circumstances or to stockholders who may be subject to special treatment under the federal income tax laws. This discussion also does not address any tax consequences under state, local or foreign laws.

STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT FOR THEM, INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.

The Reverse Stock Split is intended to be a tax-free recapitalization to the Company and its stockholders, except for those stockholders who receive a whole share of Common Stock in lieu of a fractional share. Stockholders will not recognize any gain or loss for federal income tax purposes as a result of the Reverse Stock Split, except for those stockholders receiving a whole share of Common Stock in lieu of a fractional share (as described below). The holding period for shares of Common Stock after the reverse stock split will include the holding period of shares of Common Stock before the reverse stock split, provided that such shares of Common Stock are held as a capital asset at the Effective Time. The adjusted basis of the shares of Common Stock after the reverse stock split will be the same as the adjusted basis of the shares of Common Stock before the reverse stock split, excluding the basis of any fractional share.

A stockholder who receives a whole share of Common Stock in lieu of a fractional share generally may recognize gain in an amount not to exceed the excess of the fair market value of such whole share over the fair market value of the fractional share to which the stockholder was otherwise entitled.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE PROPOSED REVERSE STOCK SPLIT AMENDMENT

PROPOSAL FOUR — APPROVAL OF proposed SALE of securities

Background

The Company entered into a Stock Purchase Agreement (the “June SPA”) with our Chairman of the Board, Mr. Fnu Oudom on June 9, 2022, whereby Mr. Oudom agreed to buy 12,500,000 shares of Common Stock (the “Chairman Shares”) for $5 million, or $0.40 per share (reflecting a 9% discount on the five-day average before signing; the closing price of our Common Stock on NASDAQ on such date was $0.52. On June 9, 2022, Mr. Oudom provided the Company with $5 million as interim financing in consideration for the issuance of a subordinated $5 million promissory note (the “Note”), bearing no interest, which will become due and payable immediately if the sale of the Chairman Shares is not approved by the stockholders at the Annual Meeting. Upon approval by the stockholders at the Annual Meeting, the Chairman Shares will be issued and all obligations under the Note will have been performed and discharged in full without any payment of interest.

Pursuant to Nasdaq Rule 5635 (d), stockholder approval is required prior to the issuance of securities 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. The Chairman Shares represents about [ ] of the Common Stock issued and outstanding as of the Record Date. Therefore, we are seeking the stockholders’ approval of the Proposed Sale of Securities.

Reasons for Transaction and Effect on Current Stockholders

The Board has determined that entering into the June SPA and the sale of the Chairman Shares are in the best interests of the Company and its stockholders because of the Company’s immediate need to obtain additional financing. Further, the equity investment by our Chairman of the Board 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 expansion of the Company’s operations.

The Chairman Shares will have a dilutive effect on our existing stockholders, including the voting power and economic rights of such stockholders. As of the date of this proxy statement, there were [            ] shares of Common Stock outstanding. If the Proposed Sale of Securities is approved, an additional 12,500,000 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 shares of Common Stock outstanding as of the Measurement Date, the Chairman Shares will represent 45% of the Common Stock outstanding post issuance. Accordingly, if this proposal is 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 stockholders 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 stockholders’ interests or with which other stockholders’ 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 stockholders. The Company has no obligation to file a registration statement with the SEC for the resale of the Chairman Shares.

Both our Audit Committee and our Board have unanimously approved the Proposed Sale of Securities. If Proposal Four is approved by our stockholders, 12,500,000 shares of Common Stock will be issued to Mr. Oudom immediately. If Proposal Four is not approved by our stockholders at the Annual Meeting, the Company will be required to repay the $5 million already invested in the company by Mr. Oudom pursuant to the terms of the Note.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
approvaL of the proposed SALE of securities

PROPOSAL FIVE — 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 2021 Annual Meeting of Stockholders, our stockholders had the opportunity to vote on an advisory say-on-pay proposal. 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 following resolution:

RESOLVED, that the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for the Company’s 2022 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, approved by the stockholders ofc/o BIMI International Medical Inc., on an advisory basis.

Next Say-On-Pay Vote

The next say-on-pay vote is anticipated to occur at our 2023 Annual Meeting of Stockholders.

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

PROPOSAL SIX — 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 Five — 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 2019 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 2025 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:

•        Align with our annual review of core elements of our executive compensation program;

•        Allow stockholders to provide timely, direct input on our executive compensation philosophy, policies, and practices as disclosed in our proxy statement on an annual basis; and

•        Be consistent with our practice of seeking input and engaging in dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies, and practices.

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.

Board Recommendation

The Board unanimously recommends that our stockholders 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 SEVEN — RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Representatives of Audit Alliance 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 Audit Alliance 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 Audit Alliance 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 OF DIRECTORS 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 independent auditors, Audit Alliance LLP, for their audit of our annual financial statements during the years ended December 31, 2021 and 2020 respectively:

Audit Fees. These are fees for professional services for the audit of our annual financial statements, and for the review of the financial statements included in our filings on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements. The amounts shown for Audit Alliance LLP in 2021 and 2020, respectively, relate to the audits of our annual financial statements and the review of the financial statements included in our filings on Form 10-Q.

Audit-Related Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of our financial statements. There were no audit-related fees billed during the years ended December 31, 2021 and 2020.

Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning. There were no tax fees billed during the years ended December 31, 2021 and 2020.

All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e. Audit Fees, Audit-Related Fees, Tax Fees and allowable working costs. All other fees incurred in 2020 mainly consist of costs relating to the assurance, due diligence and valuation services in connection with the acquisition of Guanzan Group and other target companies.

The audit committee has the sole and direct responsibility for appointing, evaluating and retaining our independent registered public accounting firm and overseeing their work. All audit services to be provided to us and all non-audit services, other than de minims non-audit services, to be provided to us by our independent auditors must be approved in advance by our audit committee.

ADDITIONAL INFORMATION

Stockholder Proposals and Director Nominations

Proposals by stockholders that are submitted for inclusion in our proxy statement for our 2023 Annual Meeting of Stockholders must follow the procedures set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and our Bylaws.

Stockholder proposals and nominations may not be brought before the 2023 Annual Meeting unless, among other things, the stockholder’s submission contains certain information concerning the proposal or the nominee, as the case may be, and other information specified in the Company’s Bylaws, and the stockholder’s submission is received by us no earlier than [            ] or no later than [            ]. However, if the date of the 2023 Annual Meeting is changed by more than 30 days from the first anniversary of the date of the 2022 Annual Meeting, notice by the stockholder must be delivered not later than the close of business on the later of (i) the 90725 5th day prior to the 2023 Annual Meeting or (ii) the 10Avenue, 15th day following the day on which Public Disclosure of the date of the 2023 Annual Meeting is first made. “Public Disclosure” shall mean a disclosure made in a press release reported by the Dow Jones News Services, The Associated Press, or a comparable national news service or in a document filed by the Corporation with the SEC pursuant to Section 13, 14, or 15(d) of the Exchange Act. Proposals or nominations not meeting these requirements will not be entertained at the 2023 Annual Meeting.Floor, 15-01, New York NY, 10022.

Stockholders recommending candidates for consideration by the Board must provide the candidate’s name, biographical data, and qualifications. Any such recommendation should be accompanied by a written statement from the individual of his or her consent to be named as a candidate and, if nominated and elected, to serve as a director. These requirements are separate from, and in addition to, the SEC’s requirements that a stockholder must meet in order to have a stockholder proposal included in the proxy statement.

Householding Information

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholdersshareholders sharing the same address by delivering a single proxy statement addressed to those stockholders.shareholders. This delivery method is referred to as “householding” and can result in cost savings for us. To take advantage of this opportunity, we may deliver a single proxy statement to multiple stockholdersshareholders who share an address. We will deliver upon oral or written request a separate copy of our proxy statement to any stockholdershareholder of a shared address to which a single copy of our proxy statement was delivered. If you prefer to receive separate copies of our proxy statement, either now or in the future, or if you currently are a stockholdershareholder sharing an address with another stockholdershareholder and wish to receive only one copy of future proxy statements for your household, please call us or send your request in writing to us.

Copies of 2021 Annual Report

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, is being sent along with this proxy statement. The 2021 Annual Report is also available on our website at www.usbimi.com. The information on our website is not incorporated by reference into this proxy statement.

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

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BIMI INTERNATIONAL MEDICAL INC.

A Delaware Corporation
(as amended through ______, 2022)

BIMI International Medical Inc., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows:

1.      The name of the Corporation is “BIMI International Medical Inc.”

2.      The Corporation’s original certificate of incorporation was filed in the office of the Secretary of State of the State of Delaware on October 30, 2000 (as amended, the “Presently Effective Certificate”).

3.      This Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) restates, integrates and amends the Presently Effective Certificate.

4.      This Amended and Restated Certificate was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time.

5.      The text of the Presently Effective Certificate of the Corporation is hereby amended and restated to read in full as follows:

First.    The name of the corporation is BIMI INTERNATIONAL MEDICAL INC. (the “Corporation”).

Second.    The Corporation’s registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of the registered agent in charge thereof is Corporation Service Company.

Third.    The purpose or purposes of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Fourth.    The total number of shares of stock that the Corporation is authorized to issue is Two Hundred Million (200,000,000) shares of common stock, par value $0.001 per share.

Fifth.    Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of Corporation and may not be effected by any consent in writing by such stockholders.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by Tiewei Song, its Chief Executive Officer, as of the ____ day of June, 2022.

ANNEX B

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
BIMI INTERNATIONAL MEDICAL INC.

____________________

Pursuant to Section 228 and 242 of
the General Corporation Law of the
State of Delaware

____________________

BIMI INTERNATIONAL MEDICAL (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: A new second paragraph shall be and hereby is added to Article FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation as follows:

“Effective as of [        ], 2022 at [      ] [A.M/P.M.], Eastern Time (the “Effective Time”), each [NUMBER] shares of Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined, reclassified and converted into one (1) share of Common Stock without any further action by the Corporation or the holder thereof; provided, however, that if such reclassification results in any stockholder being entitled to fractional shares that when aggregated equal less than a whole share of Common Stock, such fractional shares shall be reclassified and converted from and after the Effective Time into one (1) whole share of Common Stock in lieu of such fractional shares.”

SECOND: This Certificate of Amendment shall become effective as of [        ], 2022 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 [        ], 2022, 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 [        ], 2022.

7.      To ratify the appointment of Audit Alliance LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022:

☐ FOR☐ AGAINST☐ ABSTAIN

The shares represented by this proxy will be voted as directed by the undersigned stockholder.shareholder. If no direction is given, such shares will be voted “FOR” Proposal One, Proposal Two and Proposal Three, and in the nominees listed in Proposal 1, “FOR” Proposals2,3,4, 5 and7, and for a one year frequencydiscretion of advisory votes on executive compensation in Proposal 6.the proxy holder(s) with respect to other matters properly brought before the meeting, including any adjournments thereof.

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