Pursuant to the Merger Agreement, BOWN's wholly owned subsidiary, Bowen Merger Sub, a Cayman Islands exempted company, will merge (the "Merger" or the "Business Combination") with and into Qianzhi Group Holding (Cayman) Limited, parent of Qianzhi BioTech and an exempted company incorporated with limited liability in the Cayman Islands ("NewCo"), with NewCo being the surviving company of the Merger and becoming a wholly-owned subsidiary of BOWN. In connection with the Merger, the NewCo Shareholders will receive an aggregate of 7,246,377 ordinary shares of BOWN and have the right to receive up to an additional 1,400,000 ordinary shares of BOWN upon the achievement of certain earnout targets as provided for in the Merger Agreement.