INFORMATION STATEMENT

AND

NOTICE OF ACTION BY

WRITTEN CONSENT OF MAJORITY SHAREHOLDER

August 24, 2020

BY WRITTEN CONSENT IN LIEU OF A MEETING OF SHAREHOLDERS, SHAREHOLDERS OWNING A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE AUTHORIZED OUR BOARD OF DIRECTORS TO ADOPT (IN THE EVENT IT IS DEEMED ADVISABLE BY THE BOARD) AN AMENDMENT TO OUR ARTICLES OF INCORPORATION EFFECTING A REVERSE STOCK SPLIT WITH RESPECT TO THE OUTSTANDING SHARES OF THE COMMON STOCK OF AIXIN LIFE INTERNATIONAL, INC. AT A RATIO TO BE DETERMINED IN THE DISCRETION OF OUR BOARD WITHIN A RANGE OF ONE (1) SHARE OF COMMON STOCK FOR EVERY TWO (2) TO SIX (6) SHARES OF COMMON STOCK (THE “REVERSE STOCK SPLIT”) AND A DECREASE IN THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FROM 950,000,000 TO 500,000,000 (THE “DECREASE”) CONCURRENTLY WITH THE REVERSE SPLIT. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT NECESSARY. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

This Information Statement and Notice of Action by Written Consent of Majority Shareholder is being furnished to the holders of shares of the common stock, par value $0.00001 per share, of AiXin Life International, Inc., a Colorado corporation (the “Company”, “we”, or “AiXin”). The purpose of this Information Statement and Notice of Action by Written Consent of Majority Shareholder is to notify you that on July 9, 2020 (the “Record Date”), the Company received written consent in lieu of a meeting of shareholders dated July 9, 2020 (the “Written Consent”) from Quanzhong Lin, the record holder of 116,277,415 shares of common stock representing approximately 58% of the total issued and outstanding shares of common stock of the Company (the “Majority Shareholder”) to grant the Board discretionary authority to approve (in the event it is deemed advisable by our Board) an amendment (the “Amendment”) to our articles of incorporation, as amended (the “Articles of Incorporation”), to (i) effect a reverse stock split of our issued and outstanding shares of common stock, $0.00001 par value per share (the “Common Stock”), at a ratio to be determined in the discretion of our Board within a range of one (1) share of Common Stock for every two (2) to six (6) shares of Common Stock (the “Reverse Stock Split”) and (ii) a decrease in the number of shares of Common Stock authorized from 950,000,000 to 500,000,000 (the “Decrease”) concurrently with the Reverse Split.

We had 200,000,000 shares of Common Stock outstanding as of the Record Date.

The approval of the Amendment by a written consent in lieu of a meeting of shareholders signed by the holder of a majority of our outstanding shares of Common Stock is sufficient under Article XVII of our Articles of Incorporation, as amended, pursuant to Section 7.107-104(1)(b) of the Colorado Business Corporation Act (“CBCA”). Accordingly, no proxy of our shareholders will be solicited for a vote on the Amendment and this Information Statement and Notice of Action by Written Consent of Majority Shareholder is being furnished to shareholders solely to provide them with certain information concerning the Reverse Stock Split and Decrease in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder, including particularly Regulation 14C, and Section 7.107-104(b)(5.5) of the CBCA. No additional action will be undertaken by us with respect to the receipt of written consents, and no dissenters’ rights with respect to the receipt of the written consents are afforded to stockholders as a result of the approval of the Amendment. In accordance with Regulation 14C, the Amendment may not be effected prior to the 21st day after this Information Statement is mailed to shareholders of record as of August 17, 2020. The Reverse Stock Split is also subject to approval by the Financial Regulatory Authority.

This Information Statement contains a brief summary of the material aspects of the Amendment approved by the Board and the Majority Shareholder.

APPROVAL OF AN AMENDMENT (IN THE EVENT IT IS DEEMED ADVISABLE BY THE BOARD) TO OUR ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT A RATIO TO BE DETERMINED IN THE DISCRETION OF OUR BOARD WITHIN A RANGE OF ONE (1) SHARE OF COMMON STOCK FOR EVERY TWO (2) TO SIX (6) SHARES OF COMMON STOCK

General

The Board has adopted and the Majority Shareholder has approved an amendment to our articles of incorporation (in the event it is deemed advisable by the Board) to effect a Reverse Stock Split of our issued and outstanding shares of Common Stock. The Majority Shareholder has approved an amendment to Article IV of our Articles of Incorporation to effect a Reverse Stock Split of our Common Stock at a ratio to be determined in the discretion of our Board and publicly announced prior to the effectiveness of any Reverse Stock Split within the range of one (1) share of our Common Stock for every two (2) to six (6) shares of our Common Stock. Pursuant to the laws of the State of Colorado, our state of incorporation, the Board must adopt any amendment to our Articles of Incorporation and submit the amendment to shareholders for their approval. If the Amendment is filed with the Secretary of State of the State of Colorado, the Amendment will effect the Reverse Stock Split by reducing the outstanding number of shares of our Common Stock by the ratio to be determined by the Board and publicly announced prior to the effectiveness of any Reverse Stock Split. If the Board does not implement an approved Reverse Stock Split prior to the one-year anniversary of mailing of this Information Statement, the Board will once again seek shareholder approval before implementing any Reverse Stock Split after that time.

Pursuant to the Amendment, any whole number of outstanding shares, between and including two and six, would be combined into one share of Common Stock and authorize the Board to file such Amendment, as determined by the Board in the manner described herein. The Board may also elect not to effect any Reverse Stock Split and consequently not to file the Amendment. The Board believes that the Amendment granting our Board this discretion, rather than approval of a specified exchange ratio, provides our Board with maximum flexibility to react to then-current market conditions and, therefore, is in the best interests of AiXin and its shareholders. The Board’s decision as to whether and when to effect the Reverse Stock Split will be based on a number of factors, including market conditions, existing and expected trading prices for our Common Stock. Although the Majority Shareholder has approved the Reverse Stock Split, we will not effect the Reverse Stock Split if the Board does not deem it to be in the best interests of AiXin and its shareholders. The Reverse Stock Split, if deemed by the Board to be in the best interests of AiXin and its shareholders, will be effected, if at all, at a time that is not later than the one year anniversary of the commencement of the mailing of this Information Statement. The Board will publicly announce the ratio selected for the Reverse Stock Split prior to the effectiveness of any such Reverse Stock Split.

Although the Amendment to effect the Reverse Stock Split will not change the number of authorized shares of Common Stock or Preferred Stock, or the par value of the Common Stock or Preferred Stock, we anticipate effecting a decrease in the number of authorized shares of Common Stock in the event that the Reverse Stock Split is effected, which decrease will be a fixed number regardless of the Reverse Stock Split ratio. Therefore, depending upon the Reverse Stock Split ratio after effecting the Reverse Stock Split and such authorized share decrease we may have a significant number of unissued shares remaining available for grant. As of the date of this Information Statement, we do not have any current plans, arrangements or understandings relating to the issuance of any additional shares of authorized Common Stock that will become available following the Reverse Stock Split other than upon exercise of our currently outstanding options and warrants, upon conversion of our currently outstanding convertible debt and in connection with the potential up-listing of the Common Stock to the Nasdaq Stock Market (the “Nasdaq”) or NYSE American.

Purpose and Background of the Reverse Stock Split

The Board believes that listing our Common Stock on Nasdaq or the NYSE American will increase the liquidity of our Common Stock by providing us with a market for the Common Stock that is more accessible than if AiXin’s Common Stock were to continue to trade on the OTCQB or on the “pink sheets” maintained by the OTC Markets Group, Inc. Such alternative markets are generally considered to be less efficient than, and not as broad as, the Nasdaq and NYSE American. Among other factors, trading on the Nasdaq or NYSE American may increase liquidity and potentially minimize the spread between the “bid” and “asked” prices quoted by market makers. Further, such a listing may enhance our access to capital, increase our flexibility in responding to anticipated capital requirements and facilitate the use of our Common Stock in any strategic or financing transactions that we may undertake. We believe that prospective investors will view an investment in the Company more favorably if our shares qualify for listing on the Nasdaq or NYSE American as compared with the OTC markets. The Board has also determined that the consummation of the Reverse Stock Split may be necessary to achieve compliance with the listing requirements of Nasdaq or NYSE American.

The Board also believes that the current low per share market price of AiXin’s Common Stock has a negative effect on the marketability of AiXin’s existing shares. The Board believes there are several reasons for this effect. First, certain institutional investors have internal policies preventing the purchase of low-priced stocks. Second, a variety of policies and practices of broker-dealers discourage individual brokers within those firms from dealing in low-priced stocks. Third, because the brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher priced stocks, the current share price of AiXin’s Common Stock can result in individual stockholders paying transaction costs (commissions, markups or markdowns) that are a higher percentage of their total share value than would be the case if the share price of the Common Stock were substantially higher. This factor is also believed to limit the willingness of some institutions to purchase the Common Stock. The Board anticipates that a Reverse Stock Split will result in a higher bid price for AiXin’s Common Stock, which may help to alleviate some of these problems.

We expect that a Reverse Stock Split of our Common Stock will increase the market price of the Common Stock so that we are able to obtain compliance with the initial listing minimum bid price listing standard of Nasdaq and NYSE American. However, the effect of a Reverse Stock Split on the market price of the Common Stock cannot be predicted with any certainty, and the history of similar stock split combinations for companies in like circumstances is varied. It is possible that the per share price of the Common Stock after the Reverse Stock Split will not rise in proportion to the reduction in the number of shares of the Common Stock outstanding resulting from the Reverse Stock Split, effectively reducing our market capitalization, and there can be no assurance that the market price per post-reverse split share will either exceed or remain in excess of the prescribed initial listing minimum bid price for a sustained period of time. The market price of AiXin’s Common Stock may vary based on other factors that are unrelated to the number of shares outstanding, including AiXin’s future performance.

If the Reverse Stock Split successfully increases the per share price of our Common Stock, as to which no assurance can be given, the Board believes this increase will aid AiXin in obtaining its listing on Nasdaq or NYSE American and may facilitate future financings and enhance our ability to attract, retain, and motivate employees and other service providers.

PLEASE NOTE THAT UNLESS SPECIFICALLY INDICATED TO THE CONTRARY, THE DATA CONTAINED IN THIS INFORMATION STATEMENT, INCLUDING BUT NOT LIMITED TO SHARE NUMBERS, CONVERSION PRICES AND EXERCISE PRICES OF OPTIONS AND WARRANTS, DOES NOT REFLECT THE IMPACT OF THE REVERSE STOCK SPLIT THAT MAY BE EFFECTUATED.

Board Discretion to Implement the Reverse Stock Split

If the Board determines to effect the Reverse Stock Split, it will consider certain factors in selecting the specific stock split ratio, including prevailing market conditions, the trading price of the Common Stock and the steps that we will need to take in order to meet the initial listing bid price requirement and other listing regulations of the Nasdaq r NYSE American. Based in part on the price of the Common Stock on the days leading up to the filing of the Amendment effecting the Reverse Stock Split, the Board will determine the ratio of the Reverse Stock Split, in the range of 1:2 to 1:6, that, in the judgment of the Board, is the reverse split ratio most likely to allow us to achieve and maintain compliance with the minimum price per share requirement for initial listing on the Nasdaq or NYSE American for the longest period of time, while retaining a sufficient number of outstanding, tradeable shares to facilitate an adequate market. The Board will publicly announce the ratio selected for the Reverse Stock Split prior to the effectiveness of the Reverse Stock Split within the limits set forth herein.

The Board may, in its sole discretion, abandon the proposed Amendment and determine prior to the effectiveness of any filing with the Secretary of State of the State of Colorado not to effect the Reverse Stock Split prior to the one year anniversary of the commencement of the mailing of this Information Statement. If the Board fails to implement the Amendment prior to such one-year anniversary, stockholder approval would again be required prior to implementing any Reverse Stock Split.

Recent Actions Taken By the Board to Implement Reverse Stock Split and Obtain a Listing on The NASDAQ Capital Market

On August 17, 2020, by unanimous written consent in lieu of a meeting, the Board adopted resolutions authorizing a one (1)-for-four (4) reverse stock split and on August 19, 2020 filed Articles of Amendment to effect the Reverse Stock Split with the Secretary of State of the State of Colorado in the form annexed hereto as Appendix A. The Reverse Stock Split is to become effective at 5:01p.m. Eastern Time on October 27, 2020, the date specified in the Articles of Amendment or such later date as the Reverse Stock Split is approved by FINRA.

On August 18, 2020, we filed an application to have our Common Stock listed on The Nasdaq Capital Market. We cannot assure you when, or if, Nasdaq will approve the application.

Principal Effects of the Reverse Stock Split

The Reverse Stock Split will be effected simultaneously for all issued and outstanding shares of Common Stock and the stock split ratio will be the same for all issued and outstanding shares of Common Stock. The Reverse Stock Split will affect all of our shareholders uniformly and will not affect any stockholder’s percentage ownership interests in AiXin, except for possible changes due to the treatment of fractional shares resulting from the Reverse Stock Split. After the Reverse Stock Split, the shares of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split will not affect AiXin continuing to be subject to the periodic reporting requirements of the Exchange Act. The Reverse Stock Split is not intended to be, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Exchange Act.

The Reverse Stock Split may result in some stockholders owning “odd-lots” of less than 100 shares of our Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.

Following the effectiveness of any Reverse Stock Split approved by the shareholders and implementation by the Board, current shareholders will hold fewer shares of Common Stock, with such number of shares dependent on the specific ratio for the Reverse Stock Split. For example, if the Board approves a 1-for-5 Reverse Stock Split, a stockholder owning a “round-lot” of 100 shares of Common Stock prior to the Reverse Stock Split would hold 20 shares of Common Stock following the Reverse Stock Split. THE HIGHER THE REVERSE RATIO (1-FOR-5 BEING HIGHER THAN 1-FOR-2, FOR EXAMPLE), THE GREATER THE REDUCTION OF RELATED SHARES EACH EXISTING SHAREHOLDER, POST REVERSE STOCK SPLIT, WILL EXPERIENCE.

In deciding whether to implement the Reverse Stock Split and the specific Reverse Stock Split ratio to be used, the Board will consider primarily the satisfaction of the Nasdaq or NYSE American initial listing requirements, as described above under the heading “Purpose and Background of the Reverse Stock Split.” It may also consider, among other things: (i) the market price of the Common Stock at the time of the Reverse Stock Split; (ii) the number of shares that will be outstanding after the Reverse Stock Split; (iii) the shareholders’ equity at such time; (iv) the shares of Common Stock available for issuance in the future; (v) the liquidity of the Common Stock in the market and the improved liquidity that may result; and (vi) the nature of AiXin’s operations. The Board maintains the right to elect not to proceed with the Reverse Stock Split if it determines, in its sole discretion, that AiXin will be able to satisfy the initial listing requirements of Nasdaq without implementing the Reverse Stock Split or if it is otherwise no longer in the best interests of AiXin. The Board will publicly announce the ratio selected for the Reverse Stock Split prior to the effectiveness of the Reverse Stock Split.

Risks Associated with the Reverse Stock Split

There are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in a sustained increase in the per share price of our Common Stock. There is no assurance that:

Shareholders should note that the effect of the Reverse Stock Split, if any, upon the market price for the Common Stock cannot be accurately predicted. In particular, we cannot assure you that prices for shares of the Common Stock after the Reverse Stock Split will be two (2) to six (6) times, as applicable, the prices for shares of the Common Stock immediately prior to the Reverse Stock Split. Furthermore, even if the market price of the Common Stock does rise following the Reverse Stock Split, we cannot assure you that the market price of the Common Stock immediately after the proposed Reverse Stock Split will be maintained for any period of time. Even if an increased per-share price can be maintained, the Reverse Stock Split may not achieve the desired results that have been outlined above. Moreover, because some investors may view the Reverse Stock Split negatively, we cannot assure you that the Reverse Stock Split will not adversely impact the market price of the Common Stock.

The market price of the Common Stock will also be based on our performance and other factors, some of which are unrelated to the Reverse Stock Split or the number of shares outstanding. If the Reverse Stock Split is effected and the market price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a Reverse Stock Split. The total market capitalization of the Common Stock after implementation of the Reverse Stock Split when and if implemented may also be lower than the total market capitalization before the Reverse Stock Split. Furthermore, the liquidity of the Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split.

While we aim that the Reverse Stock Split will be sufficient to obtain our listing on Nasdaq or NYSE American, it is possible that, even if the Reverse Stock Split results in a bid price for the Common Stock that exceeds the required price per share another reverse split may be necessary in the future and we may not be able to continue to satisfy the other criteria for continued listing of the Common Stock on Nasdaq or NYSE American.

Potential Anti-takeover Effects of a Reverse Stock Split

Release No. 34-15230 of the staff of the SEC requires disclosure and discussion of the effects of any action, including the actions discussed herein, that may be used as an anti-takeover mechanism. The Reverse Stock Split, if effected, may, despite the planned decrease in the authorized number of shares of our Common Stock, also result in a relative increase in the number of authorized but unissued shares of our Common Stock vis-à-vis the outstanding shares of our Common Stock and, could, under certain circumstances, have an anti-takeover effect, although this is not the purpose or intent of our Board of Directors. A relative increase in the number of authorized shares of Common Stock could have other effects on our stockholders, depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. A relative increase in our authorized shares could potentially deter takeovers, including takeovers that our Board has determined are not in the best interest of our stockholders, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover more difficult. For example, we could issue additional shares so as to dilute the stock ownership or voting rights of persons seeking to obtain control without our agreement. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The Reverse Stock Split therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the Reverse Stock Split may limit the opportunity for our stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal.

Although the Reverse Stock Split has been prompted by business and financial considerations and not by the threat of any known or threatened hostile takeover attempt, stockholders should be aware that the effect of the Reverse Stock Split could facilitate future attempts by AiXin to oppose changes in control of AiXin and perpetuate our management, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices. We cannot provide assurances that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value, or that they will not adversely affect our business or the trading price of the Common Stock.

Common Stock

After the effective date of the Reverse Stock Split, each shareholder will own fewer shares of our Common Stock.

Accordingly, a Reverse Stock Split at certain ratios, despite the decrease in the authorized number of shares of our Common Stock, would result in a significant increase in the number of authorized and unissued shares of Common Stock. Because our stockholders have no preemptive rights to purchase or subscribe for any of our unissued Common Stock, the future issuance of additional shares of Common Stock will reduce our current shareholders’ percentage ownership interest in the total outstanding shares of Common Stock. In the absence of a proportionate increase in our future earnings and book value, an increase in the number of our outstanding shares of Common Stock would dilute our projected future earnings per share, if any, and book value per share of all our outstanding shares of the Common Stock. If these factors were reflected in the price per share of our Common Stock, the potential realizable value of a shareholder’s investment could be adversely affected. An issuance of additional shares could therefore have an adverse effect on the potential realizable value of a shareholder’s investment. As of the date of this filing, AiXin does not have any definitive plans, proposals or arrangements to issue any of the newly available authorized shares for any purpose other than upon exercise of our currently outstanding options and warrants, upon conversion of our currently outstanding convertible debt and in connection with the potential up-listing of the Common Stock to the Nasdaq or NYSE American.

Th Reverse Stock Split has been prompted solely by the business considerations discussed in the preceding paragraphs. Any additional shares of Common Stock that would become available for issuance following the Reverse Stock Split could also be used by the Company’s management to delay or prevent a change in control. The Board is not aware of any pending takeover or other transactions that would result in a change in control of the Company, and the Reverse Stock Split was not adopted in response to any such proposals.

The following table sets forth the approximate number of shares of the Company’s Common Stock that would be outstanding immediately after the Reverse Stock Split at various exchange ratios, based on 200,000,000 shares of Common Stock actually outstanding as of July 9, 2020. The table does not account for fractional shares

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates, if Applicable

If the Board believes that a Reverse Stock Split is in the best interests of AiXin and its shareholders, the Board will determine the ratio, within the range approved by AiXin’s shareholders, of the Reverse Stock Split to be implemented and will publicly announce the selected ratio for the Reverse Stock Split prior to the effectiveness of the Reverse Stock Split. AiXin will file the Amendment with the Secretary of State of the State of Colorado at such time as the Board has determined the appropriate effective time for the Reverse Stock Split. The Board may delay effecting the Reverse Stock Split without re-soliciting shareholder approval. The Reverse Stock Split will become effective on the effective date set forth in the Amendment. Beginning on the effective date of the Reverse Stock Split, each certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.

As soon as practicable after the effective date of the Reverse Stock Split, shareholders will be notified that the Reverse Stock Split has been effected. If you hold shares of Common Stock in a book-entry form, you will receive a transmittal letter from AiXin’s transfer agent as soon as practicable after the effective time of the Reverse Stock Split with instructions on how to exchange your shares. After you submit your completed transmittal letter, if you are entitled to post-split shares of our Common Stock, a transaction statement will be sent to your address of record as soon as practicable after the effective date of the Reverse Stock Split indicating the number of shares of Common Stock you hold.

Some stockholders hold their shares of Common Stock in certificate form or a combination of certificate and book-entry form. We expect that our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates, if applicable. If you are a stockholder holding pre-split shares in certificate form, you will receive a transmittal letter from the Company’s transfer agent as soon as practicable after the effective time of the Reverse Stock Split. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre-split shares of our Common Stock for a statement of your holdings. When you submit your certificate representing the pre-split shares of our Common Stock, your post-split shares of our Common Stock will be held electronically in book-entry form in the Direct Registration System. This means that, instead of receiving a new stock certificate, you will receive a statement of holding that indicates the number of post-split shares you own in book-entry form. We will no longer issue physical stock certificates unless you make a specific request for a share certificate representing your post-split ownership interest.

SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Beginning on the effective time of the Reverse Stock Split, each certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.

Fractional Shares

If the reverse stock split ratio determined to be implemented by the Board, if any, will result in fractional shares, we will not issue fractional shares. Instead we will, at the discretion of the Board, determine whether we will pay an amount in cash equal to the product obtained by multiplying (i) the average of the closing sales price of the Corporation’s Common Stock as reported on the OTC Markets for the ten (10) days preceding the effective date of the Articles of Amendment by (ii) the number of shares of the Corporation’s Common Stock held by such shareholder before the combination that would otherwise have been exchanged for such fractional share interest in lieu of such fractional shares or take other action to settle fractional shares in accordance with Section 7-106-104 of the Colorado Business Corporation Act.

Effect on Outstanding Stock Options and Warrants

All outstanding options and warrants to purchase shares of our Common Stock, including any held by our officers and directors, would be adjusted as a result of the Reverse Stock Split as well as all outstanding convertible debentures. In particular, the number of shares issuable upon the exercise of each instrument would be reduced, and the exercise price per share or conversion price per share, if applicable, would be increased, in accordance with the terms of each instrument and based on the ratio of the Reverse Stock Split.

Accounting Matters

The Reverse Stock Split will not affect the capital account on our balance sheet. However, because the par value of the Common Stock will remain unchanged on the effective date of the Reverse Stock Split, the components that make up the capital account will change by offsetting amounts. Depending on the size of the Reverse Stock Split the Board decides to implement, the stated capital component will be reduced to an amount between one-half (1/2) and one-sixth (1/6) of its present amount, and the additional paid-in capital component will be increased with the amount by which the stated capital is reduced. The per share net income or loss and net book value of the Common Stock will be increased because there will be fewer shares of Common Stock outstanding. Prior periods’ per share amounts will be restated to reflect the Reverse Stock Split.

Material United States Federal Income Tax Consequences of the Reverse Stock Split

The following discussion describes the anticipated material United States Federal income tax consequences to “U.S. holders” (as defined below) of Company capital stock relating to the Reverse Stock Split. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, judicial authorities, published positions of the Internal Revenue Service (“IRS”), and other applicable authorities, all as currently in effect and all of which are subject to change or differing interpretations (possibly with retroactive effect). The Company has not obtained a ruling from the IRS or an opinion of legal or tax counsel with respect to the tax consequences of the Reverse Stock Split. The following discussion is for information purposes only and is not intended as tax or legal advice. Each holder should seek advice based on the holder’s particular circumstances from an independent tax advisor.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of AiXin’s capital stock that is for United States Federal income tax purposes:

This discussion assumes that a U.S. holder holds AiXin capital stock as a capital asset within the meaning of Code Section 1221. This discussion does not address all of the tax consequences that may be relevant to a particular AiXin shareholder or to AiXin shareholders that are subject to special treatment under United States Federal income tax laws including, but not limited to, financial institutions, tax-exempt organizations, insurance companies, regulated investment companies, real estate investment trusts, entities disregarded from their owners for tax purposes, persons that are broker-dealers, traders in securities who elect the mark-to-market method of accounting for their securities, or AiXin shareholders holding their shares of AiXin capital stock as part of a “straddle,” “hedge,” “conversion transaction,” or other integrated transaction, or persons who hold their AiXin capital stock through individual retirement or other tax-deferred accounts. This discussion also does not address the tax consequences to AiXin, or to AiXin shareholders that own 5% or more of AiXin’s capital stock, are affiliates of AiXin, or are not U.S. holders. In addition, this discussion does not address other United States Federal taxes (such as gift or estate taxes or alternative minimum taxes), the tax consequences of the Reverse Stock Split under state, local, or foreign tax laws or certain tax reporting requirements that may be applicable with respect to the Reverse Stock Split. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below.

If a partnership (or other entity treated as a partnership for United States Federal income tax purposes) is an AiXin shareholder, the tax treatment of a partner in the partnership, or any equity owner of such other entity will generally depend upon the status of the person and the activities of the partnership or other entity treated as a partnership for United States Federal income tax purposes.

Tax Consequences of the Reverse Stock Split Generally

A reverse split should constitute a “recapitalization” for U.S. federal income tax purposes. As a result, a U.S. Holder generally should not recognize gain or loss upon the reverse split, except with respect to cash received in lieu of a fractional share of our common stock. A U.S. Holder’s aggregate tax basis in the shares of our common stock received pursuant to the reverse split should equal the aggregate tax basis of the shares of our common stock surrendered (excluding any portion of such basis that is allocated to any fractional share of our common stock), and such U.S. Holder’s holding period in the shares of our common stock received should include the holding period in the shares of our common stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the reverse split. Holders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

Information Reporting and Backup Withholding. A U.S. Holder (other than corporations and certain other exempt recipients) may be subject to information reporting and backup withholding when such holder receives cash in lieu of a fractional share of our common stock pursuant to the reverse split. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and such holder does not provide its taxpayer identification number in the manner required or otherwise fails to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the U.S. Holder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

AMENDMENT OF THE ARTICLES OF INCORPORATION

TO DECREASE THE AUTHORIZED SHARES

Purpose and Effect of the Decrease in Authorized Shares

The Board has adopted, and the Majority Shareholder has approved, an amendment to our Articles of Incorporation to decrease the number of authorized shares of Common Stock, from 950,000,000 shares to 500,000,000 shares.

The change in the authorized share number will occur concurrently with the Reverse Stock Split and will not be effected if the Reverse Split is not effected. Although the number of authorized shares of Common Stock will be decreased from 950,000,000 to 500,000,000 the number of shares outstanding after the Reverse Split may decrease by a larger ratio than the reduction in the authorized shares of Common Stock. Accordingly, the change in the number of authorized shares could represent, on a percentage basis, an increase in the number of authorized shares compared to the number of shares outstanding after the Reverse Stock Split.

We have filed an amendment to our Articles of Incorporation with the Secretary of State of the State of Colorado to decrease the number of authorized shares of Common Stock at the same time as we effectuate the Reverse Stock Split. See Appendix A.

The Board believes that it is prudent to decrease the authorized number of shares of Common Stock from 950,000,000 shares to 500,000,000 shares while maintaining an adequate reserve of authorized but unissued shares to save time and money in responding to future events requiring the issuance of additional shares of Common Stock, such as acquisitions or equity offerings. All authorized but unissued shares of Common Stock and Preferred Stock will be available for issuance from time to time for any proper purpose approved by the Board. As of the date of this filing, AiXin does not have any definitive plans, proposals or arrangements to issue any of the newly available authorized shares for any purpose other than upon exercise of our currently outstanding options and warrants, upon conversion of our currently outstanding convertible debt and in connection with the potential up-listing of the Common Stock to the Nasdaq.

Vote Required to Approve Amendment of our Articles of Incorporation

Approval of the Amendment and to authorize our Board of Directors, if in their judgment it is necessary, to effect the Reverse Stock Split and Decrease requires an affirmative vote of a majority of the Common Stock outstanding and entitled to vote as of the record date. We have received the required vote by the Written Consent of our Majority Shareholder.

No Dissenter’s Appraisal Rights

Shareholders are not entitled to dissenter’s appraisal rights under the CBCA with respect to the Reverse Stock Split or the Amendment.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

As disclosed under the section entitled “General Information - Action by Written Consent,” the Board and the Majority Shareholder of the Company approved the Amendment. None of the persons who have served as our officers or directors since the beginning of the Company’s last fiscal year, or any associates of such persons, have any substantial interest, direct or indirect, in any matter described in this Information Statement, other than the interests held by such persons through their respective beneficial ownership of the shares of the Company’s capital stock set forth below in the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

OUTSTANDING VOTING STOCK

As of the Record Date related to the Written Consent, the Company had 200,000,000 shares of Common Stock issued and outstanding, and no Preferred Stock issued and outstanding. Each share of outstanding Common Stock is entitled to one vote on matters submitted for Shareholder approval.

On July 9, 2020, the Majority Shareholder, the record owner of 116,277,415 shares of Common Stock, representing approximately 58 % of the outstanding shares of Common Stock, executed and delivered to the Company the Written Consent approving the Amendment. Since the Amendment has been approved by the Majority Shareholder, no proxies are being solicited with this Information Statement.

The CBCA provides in substance that unless the Company’s Articles of Incorporation provides otherwise, shareholders may take action without a meeting of shareholders and without prior notice if a consent or consents in writing, approving the Amendment is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present.