Item 1.01 Entry into a Material Definitive Agreement.
On November 20, 2020, Joway Health Industries
Group Inc., a Nevada corporation (the “Company”), entered into a Merger Agreement (the “Merger Agreement”)
with Dynamic Elite International Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic”),
Crystal Globe Limited, a British Virgin Islands company (“Parent”) and Joway Merger Subsidiary Limited, a British Virgin
Islands company and a wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the
terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Dynamic
(the “Merger”), with Dynamic continuing as the surviving corporation as a wholly-owned subsidiary of Parent. The special
committee of the Board of Directors of the Company unanimously approved the Merger Agreement and the transactions contemplated
thereby.
Pursuant to the
terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger,
the ordinary shares of common stock of Dynamic issued and outstanding immediately prior to the Effective Time, all of which are
held by the Company, will be cancelled and extinguished in consideration for $119,070 in cash (the “Merger Consideration”).
The Company will then distribute the Merger Consideration to its shareholders in an amount equal to such shareholder’s proportionate
share of the Merger Consideration based on such shareholders’ percentage of the outstanding common stock of the Company.
The consummation
of the Merger is subject to customary closing conditions, including, among others, (i) the Merger having not then been enjoined,
made illegal or otherwise prohibited by any applicable law or any order, judgment, decree, injunction or ruling (whether temporary,
preliminary or permanent) of any governmental authority (each, a “Governmental Order”) or by any proceeding then pending
by a governmental authority seeking any Governmental Order; the truth and accuracy of the other party’s representations and
warranties in the Merger Agreement, subject in certain cases to a de minimis, materiality or material adverse effect
(each as described in the Merger Agreement) standard; and (ii) the compliance with or performance, in all material respects, of
the other party’s covenants and obligations in the Merger Agreement required to be performed at or prior to the consummation of
the Merger. In addition, the Company is to receive a fairness opinion from an investment banker opining that the Merger Consideration
is fair, from a financial point of view, to the shareholders of the Company.
The Merger Agreement
contains certain termination rights for the Company and Parent if the Merger is not consummated on or before December 31, 2020.
This summary of
the principal terms of the Merger Agreement and the copy of the Merger Agreement filed as an exhibit to this Report are intended
to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures
about the Company in its public reports filed with the Securities and Exchange Commission (“SEC”). In particular, the
Merger Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts
and circumstances relating to the Company, Dynamic, Parent or Merger Sub or their respective affiliates.
The Merger Agreement
includes customary representations, warranties and covenants of the Company, Dynamic, Parent and Merger Sub made only for the purposes
of the Merger Agreement and solely for the benefit of the parties to the Merger Agreement, in accordance with and subject to the
terms of the Merger Agreement. The assertions embodied in those representations and warranties were made for the principal purpose
of establishing the circumstances in which the parties to the Merger Agreement may have the right not to consummate the transactions
contemplated thereby (based on the closing conditions therein that relate to the accuracy of such representations and warranties),
rather than establishing matters as facts, and the representations, warranties and covenants set forth in the Merger Agreement
(i) may be subject to important qualifications and limitations agreed to by the Company, Dynamic, Parent and Merger Sub in
connection with the negotiated terms thereof and (ii) are not intended to, and do not, confer upon any person other than the
parties thereto any rights or remedies thereunder, including the right to rely upon the representations and warranties set forth
therein. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be
subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings or may
have been used for purposes of allocating risk among the Company, Dynamic, Parent and Merger Sub rather than establishing matters
as facts. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations
of the actual state of facts of the Company, Dynamic, Parent and Merger Sub. Moreover, information concerning the subject matter
of the representations, warranties and covenants do not purport to be accurate as of the date of filing of this Form 8-K and
may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures
by the Company. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation
but only in conjunction with the other information about the Company, Dynamic, Parent and Merger Sub and businesses that the respective
companies include in reports, statements and other filings they may make with the SEC.
The foregoing description of the Merger
Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement,
which is filed as Exhibit 2.1 hereto and incorporated herein by reference.