CHHE China Health Industries Holdings Inc (QB)

Item 1.01 Entry into a Material Definitive Agreement.

On December 24, 2014, Humankind entered into the Original Stock Transfer Agreement with Xiuzheng Pharmaceutical Group Co., Ltd. a company incorporated under the laws of the People’s Republic of China and located in Jilin province (“Xiuzheng Pharmacy” or the “Buyer”), Mr. Xin Sun, the CEO of the Company, and Harbin Huimeijia Medicine Company (“Huimeijia”), a 99% owned subsidiary of Humankind and 1% owned by Mr. Xin Sun, pursuant to which, Humankind and Mr. Xin Sun (the “Equity Holders”), shall sell their respective equity interests in Huimeijia to Xiuzheng Pharmacy. The transfer of the 100% equity interests of Huimeijia to the Buyer was for a total cash consideration of RMB 8,000,000 (approximately $1,306,186) to the Equity Holders.

On February 9, 2015, the four parties entered into a supplementary agreement (the “Supplementary Agreement”) to modify the terms of the Agreement, pursuant to which, the Equity Holders and Huimeijia (collectively the “Assets Transferors”) shall only sell the 19 drug approval numbers (including the tablet, capsule, powder, mixture, oral liquid, syrup and oral solution under the 19 approval numbers; licenses including the original copies of Business License, Organization Code Certificate, Tax Registration Certificate, Drug Production Permit and GMP Certificate, and other documents and original copies related to the production and operation of the 19 drugs) (the “Assets”) to Xiuzheng Pharmacy. The Equity Holders will retain the equity interests in Huimeijia, but will have the equity interests pledged to Xiuzheng Pharmacy until the Assets are transferred, at which time all the cash consideration shall be paid by the Buyer. The total cash consideration remains to be the same as under the Agreement, i.e., RMB 8,000,000 (approximately $1,306,186) to the Assets Transferors. In the event that the Assets are failed to be transferred to the Buyer due to the fault of the Assets Transferors, the paid consideration shall be returned to the Buyer with interests accrued. If the failure of the transfer of the Assets is a result of the government policy changes or force majeure, the paid cash consideration shall be returned to the Buyer but without any interests.

On October 12, 2016, the four parties agreed to rescind the Supplementary Agreement and entered into a stock transfer agreement, pursuant to which, the Equity Holders shall sell their respective equity interests in Huimeijia to Xiuzheng Pharmacy. The transfer of the 100% equity interests of Huimeijia to the Buyer was for a total cash consideration of RMB 8,000,000 (approximately $1,306,186) (the “Purchase Price”) to the Equity Holders. 40% of the Purchase Price is due within 10 business days after signing the Agreement; 40% of the Purchase Price is due within 10 business days after the completion of the changes in business registration and Xiuzheng Pharmacy obtains the newly issued documents evidencing its ownership on Huimeijia; 15% of the Purchase Price is due within 10 business days after the transfer of all the drugs is approved by Heilongjiang FDA; and 5% of the Purchase Price is due within 10 business days after all the drugs have been transferred to Xiuzheng Pharmacy or its designated entity and Humankind and Mr. Xin Sun instructs Xiuzheng Pharmacy to complete three-batches production of all forms of drugs. As of the date of this report, 40% of the Purchase Price was paid and the Company has completed the changes in business registration and Xiuzheng Pharmacy obtained the newly issued documents evidencing its ownership on Huimeijia, which are evidenced by the business license issued by the local State Administration of Industry and Commerce in Harbin (Harbin SAIC) to Huimeijia where the ownership of Huimeijia has now been recorded as Xiuzheng Pharmacy with Harbin SAIC and the legal person (a person that is authorized to take most of the corporate actions on behalf of a company under the corporate laws in China) of Huimeijia has now become a person designated by the Buyer. The transfer of all the drugs to the Buyer and the remainder of the Purchase Price are pending to be processed.