Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2020, America Great Health (the "Company") and Purecell Group
("Purecell"), a leading anti-aging medical institution in Australia, entered
into a Cooperation Agreement (the "Agreement"), in which the Company agreed to
acquire 51% of the equity of Purecell, as consideration, the Company shall issue
510,000,000 common shares to Purecell's nominated trustee. Upon completion of
the acquisition transaction, Purecell shall remain autonomy in its day to day
operation, including recruiting and retaining management team members.
On April 04, 2022, the Company and Purecell entered into an Addendum to the
Agreement, among which, Item 3 of Section I of the Agreement was modified to
Purecell shall has "priority distribution rights in Australia", instead of the
"management autonomy rights in Australia"; Separately, Item 7 of Section II was
modified to reflect some changes to the shareholder's rights and management
structure, such as the current management board of Purecell shall continue
managing the day-to-day operations and shall serve in that capacity until that
both parties designate a new management board by a majority vote, etc.
All other provisions of the Agreement remain in full force and effect.
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