Item 1.01. Entry into a Material Definitive Agreement.

On May 29, 2023, Shineco Life Science Group Hong Kong Co., Limited ("Shineco Life"), a company established under the laws of Hong Kong and a wholly owned subsidiary of Shineco, Inc. (the "Company" together with Shineco Life as the "Buying Parties"), entered into a stock purchase agreement (the "Agreement") with Dream Partner Limited, a BVI corporation ("Dream Partner"), Chongqing Wintus Group, a corporation incorporated under the laws of mainland China ("Wintus") and certain shareholders of Dream Partner (the "Sellers," together with Dream Partner and Wintus as the "Selling Parties"), pursuant to which Shineco Life shall acquire 71.42% equity interest in Wintrus (the "Acquisition").

As the consideration for the Acquisition, the Company will: (a) pay the Sellers an aggregate cash consideration of $2,000,000 (the "Cash Consideration"); (b) issue certain shareholders, as listed in the Agreement, an aggregate of 10,000,000 shares of the Company's restricted Common Stock (the "Shares"); and (c) shall transfer and sell to the Sellers 100% of the Company's equity interest in Beijing Tenet-Jove Technological Development Co., Ltd. (the "Tenet-Jove Shares").

The closing of the Acquisition is subject to various customary closing conditions, including the approval from the Company's shareholders with respect to issuing the Shares in connection with the Acquisition

Before their entry into the Agreement, no material relationship existed between the Buying Parties or the Selling Parties.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a form of which is filed herein as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The description of the Shares to be issued to certain shareholders in Item 1.01 of this Report is incorporated by reference into this Item 3.02. The Shares will be issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), which exempts transactions by an issuer not involving any public offering, or pursuant to Regulation S under the Securities Act to non-United States residents who are not a "U.S. person" as defined in Rule 902(k) of Regulation S and are not acquiring the Shares for the account or benefit of any U.S. person. The issuance of the Shares is contingent upon the Company's shareholders approving the issuance of the shares and the closing of the transaction.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits:

The following exhibits shall be deemed to be furnished, and not filed:





Exhibit Number   Description

     10.1          Stock Purchase Agreement
     104         Cover Page Interactive Data File (embedded within the Inline XBRL
                 document and included as Exhibit 101).

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