UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earlies event reported): August 4, 2020

 

 

AIXIN LIFE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Colorado   0-17284   84-1085935
State of   Commission   IRS Employer
Incorporation   File Number   Identification No.

 

Hongxing International Business Building 2, 14th FL, No. 69 Qingyun South Ave., Jinjiang District

Chengdu City, Sichuan Province, China

(Address of principal executive offices)

 

86-313-6732526

(Issuer’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Securities registered pursuant to Section 12(b) of the Act: None

 

 

 

 

 

 

Item 8.01 Other Events

 

On August 4, 2020, the Board of Directors of AiXin Life International, Inc.(the “Company”) established an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each consisting of Chang-Ping Lin, Yuhua Zhu and Tao-Te Wang. Chang-Ping Lin is Chairman of the Audit Committee, Yuhua Zhu is Chairman of the Compensation Committee and Yao-Te is Chairman of the Nominating and Corporate Governance Committee. The Board also adopted a Code of Business Conduct and Ethics which is filed as Exhibit 14.1 to this report

 

On September 21, 2020, each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee adopted a charter, and the Board of Directors of the Company adopted a Whistleblower Policy, all of which are filed as exhibits to this report.

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits

Number

  Description
10.1   Audit Committee Charter
10.2   Compensation Committee Charter
10.3   Nominating and Corporate Governance Committee Charter
10.4   Whistleblower Policy
14.1   Code of Business Conduct and Ethics

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  AiXin Life International, Inc.
     
Date: September 25, 2020 By: /s/ Quanzhong Lin
   

Quanzhong Lin

Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

CHARTER OF THE AUDIT COMMITTEE
OF
AIXIN LIFE INTERNATIONAL, INC.
Adopted September 21, 2020

 

1. Purpose

 

The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of AiXin Life International, Inc. (the “Company”). Its primary function is to provide assistance to the Board in fulfilling its oversight responsibilities with respect to (a) the annual financial information to be provided to stockholders and filed with the Securities and Exchange Commission (the “SEC”); (b) the system of internal accounting and financial controls that management has established; and (c) the independent audit of the Company’s financial statements.

 

The Committee will have the authority to perform the specific functions described below. It is the responsibility of the Committee, in performing its functions, to provide available avenues of communication among the Company’s independent audit firm (the “Outside Auditors”), the Company’s management and the Board. The Committee should have a clear understanding with the Outside Auditors that they must maintain an open relationship with the Committee and that the ultimate accountability of the Outside Auditors is to the Committee and to the Board, as representatives of the Company’s stockholders.

 

2. Composition

 

The Committee shall be comprised of such number of directors as may be determined by the Board; provided, however, that the number of members of the Committee shall not be fewer than the number required from time to time by applicable rules of the SEC or any registered securities exchange or national securities association on which any securities of the Company are listed or quoted. Each member of the Committee shall:

 

  (a) satisfy the independence and experience requirements of The Nasdaq Capital Market, Inc. (“Nasdaq”), the listing standards of any other securities exchange or association on which the Company’s securities are traded and the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations of the SEC adopted thereunder; and

 

  (b) be free from any relationship which, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee, including, but not limited to, participating in the preparation of the Company’s financial statements at any time during the past three years.

 

All members of the Committee must be able to read and understand fundamental financial statements (including balance sheets, income statements and cash flow statements) at the time of their appointment to the Committee, and at least one member shall have accounting or related financial management expertise that results in the member’s financial sophistication to the extent that such member shall qualify to be an “audit committee financial expert” as defined by applicable SEC Regulations.

 

 

 

 

A majority of the Committee members shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in such member’s financial sophistication, including being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities or prior service on another company’s audit committee.

 

One of the members of the Committee will be designated Committee Chair by the Board and shall hold such office for a period of not more than seven years, subject to the discretion of a majority of the independent directors of the Board to allow a member to remain as Committee Chair for such longer time as it determines to be in the best interest of the Company and its stockholders. The determination of the “independence” of each Committee member and the designation of one or more Committee members as an “audit committee financial expert,” shall be made by the Board.

 

3. Meetings

 

The Committee shall meet at least four times annually and as many additional times as the Chair or the Committee deems necessary or at the request of the Outside Auditors. The Committee shall meet in separate executive sessions with the Chief Financial Officer of the Company, the individuals or consultants performing the internal audit function, and the Outside Auditors at least once a year and at other times when considered appropriate.

 

The operations of the Committee shall be subject to the provisions of the Company’s Articles of Incorporation and By-laws, as each shall be in effect from time to time. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter; (b) any provision of the Company’s Articles of Incorporation or By-laws, or (c) Colorado or any other applicable law.

 

Committee members will strive to be present at all meetings of the Committee. As necessary or desirable, the Committee Chair may request that members of management, outside legal counsel and the Outside Auditors be present at Committee meetings and provide information to the Committee. A majority of the total number of members of the Committee shall constitute a quorum at all Committee meetings. If a quorum is present, a majority of the members of the Committee attending that meeting shall be empowered to act on behalf of the Committee. Minutes shall be kept of each meeting of the Committee.

 

4. Committee Authority and Specific Functions

 

In assisting the Board in its oversight role, the Committee shall have full access to all books, records, facilities and personnel of the Company and shall have the authority, to the extent it deems necessary or appropriate, to retain special legal, accounting or other consultants and approve their retention terms. The Company shall provide appropriate funding, as determined by the Committee, for (a) payment of compensation to the Outside Auditors for the purpose of rendering or issuing an audit report or related work and to any outside advisors retained by the Committee; (b) payment of compensation to any special legal, accounting or other consultants retained by the Committee; and (c) payment of any ordinary administrative expenses of the Committee.

 

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In carrying out its responsibilities, the Committee’s policies and procedures should remain flexible, in order to react appropriately to changing conditions and to ensure to the Board and the Company’s stockholders that the accounting and financial reporting practices of the Company are in accordance with all requirements and are of the highest quality. In carrying out these responsibilities, the Committee shall, to the extent it deems necessary and appropriate, perform the following functions:

 

  A. The Committee shall have the sole authority and responsibility to select, evaluate and, where appropriate, replace the Outside Auditors. The Committee shall be directly responsible for approving the level of compensation to be paid to the Outside Auditors and the oversight of the work of the Outside Auditors (including resolution of disagreements between management and the Outside Auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The Outside Auditors shall report directly to the Committee.

 

  B. The Committee shall annually review and evaluate the qualifications, performance and independence of the Outside Auditors’ lead audit partner and assure rotation of the lead audit partner and reviewing partner to the extent required by law or applicable regulatory authority, and evaluate the appropriateness of rotating the independent audit firm, and provide its conclusions on such matters to the Board. The Committee shall review and approve the Company’s hiring of current and former employees and owners of the Company’s current and former Outside Auditors.

 

  C. The Committee shall pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by the Outside Auditors, subject to the de minimis exceptions for non-audit services described in the Exchange Act. The Committee may form and delegate authority to subcommittees consisting of one or more members, including the authority to grant preapprovals of audit and permitted non-audit services, provided that any decision of a subcommittee to grant preapprovals shall be presented to the Committee at its next scheduled meeting.

 

  D. On an annual basis, the Committee shall obtain from the Outside Auditors a written communication delineating all their relationships and professional services as required by Independence Standards Board current standards. The Committee shall review with the Outside Auditors the nature and scope of any disclosed relationships or professional services and take appropriate action, if necessary, to ensure the continuing independence of the Outside Auditors.

 

  E. The Committee shall meet with the Outside Auditors and management of the Company to review the scope and general intent of the proposed audit and perform quarterly and annual reviews for the then current year. The Committee shall note whether any limitations have been placed on the scope or nature of the Outside Auditors’ audit procedures and shall also inquire about the cooperation received by the Outside Auditors from Company personnel during their audit, including their access to all requested Company records, data and information. At the conclusion of the annual audit, the Committee shall review such audit, including any comments or recommendations of the Outside Auditors.

 

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  F. The Committee shall review with the Outside Auditors and management the adequacy and effectiveness of the accounting and internal controls over financial reporting of the Company and elicit any recommendations for the improvement of such internal controls or particular areas where new or more detailed controls or procedures are desirable. At such times as may be required under applicable laws and regulations, the Committee shall also review and discuss with management and the Outside Auditors (a) any annual report prepared by management with respect to the Company’s internal control over financial reporting and (b) any attestation report pertaining thereto delivered by the Outside Auditors. The Committee shall also obtain from the Outside Auditors periodic assurances that the Outside Auditors are in compliance with all provisions of applicable law which require the Outside Auditors, if the Outside Auditors detect or become aware of any illegal act, to determine that the Committee has been informed and to provide a report to the Committee if the Outside Auditors have reached specified conclusions with respect to such illegal acts.

 

  G. The Committee shall discuss in advance with management the Company’s practices with respect to the types of information to be disclosed and the types of presentations to be made in earnings press releases, including the use of pro forma or “adjusted” non-GAAP information (if any), and financial information and earnings guidance, and shall also discuss with management and the Outside Auditors the effect of off-balance sheet structures, if any.

 

  H. The Committee shall review and discuss the quarterly financial statements with management and the Outside Auditors prior to the filing of each quarterly report on Form 10-Q (and prior to the press release of results if possible) to determine that the Outside Auditors do not take exception to the disclosure and content of the financial statements, and shall also discuss any other matters required to be communicated to the Committee by the Outside Auditors under generally accepted accounting standards. The Committee shall review and discuss with management and the Outside Auditors the financial statements to be included in the Company’s annual report under the Exchange Act, to determine that the Outside Auditors are satisfied with the disclosure and content thereof. The Committee shall also review and discuss with management and the Outside Auditors: (a) the results of their analysis of significant financial reporting issues and practices including changes in, or adoptions of accounting principles and disclosure practices; (b) the Outside Auditors’ judgment about the quality, not just the acceptability, of accounting principles and the clarity of the financial disclosure practices used or proposed to be used, and particularly, the degree of aggressiveness or conservatism of the Company’s accounting principles and underlying estimates, and other significant decisions made in preparing the financial statements; (c) any matters required to be communicated to the Committee by the Outside Auditors under generally accepted auditing standards; and (d) any other reports of the Outside Auditors required by law or professional auditing standards, including reports on: (i) critical accounting policies and practices used in preparing the financial statements; (ii) alternative treatments of financial information discussed with management, ramifications of such alternative disclosures and treatments, and the treatment preferred by the Outside Auditors; and (iii) other significant written communications between the Outside Auditors and Company management, such as any management letter issued or proposed to be issued, and a schedule of unadjusted differences, if any.

 

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  I. The Committee must be satisfied that adequate procedures are in place for the review of the Company’s disclosure (whether in filings with the SEC, press releases or other published documents) of financial information derived or extracted from the Company’s financial statements. The Committee shall consider whether the information contained in these documents is consistent with the information contained in the financial statements.

 

  J. The Committee shall review disclosures, if any, made by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process for the Company’s periodic reports regarding: (a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to affect adversely the Company’s ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls over financial reporting.

 

  K. The Committee shall prepare and publish a Committee report for inclusion in the Company’s annual proxy statement and provide any additional disclosures in the proxy statement or the Company’s annual report as required under the rules of the Exchange Act or as may be required to be made under the rules and regulations of the SEC or Nasdaq.

 

  L. The Committee shall discuss with the Outside Auditors the quality of the Company’s financial and accounting personnel and shall also elicit the comments of management regarding the responsiveness of the Outside Auditors to the Company’s needs.

 

  M. The Committee shall review and approve any “related party” transactions (as defined in SEC regulations) involving the Company and officers, directors or stockholders beneficially owning more than 5% of any class of equity security of the Company.

 

  N. Generally as part of its review of the annual financial statements, the Committee shall have access to and receive oral reports, if desired, from the Company’s outside counsel concerning legal and regulatory matters that may have a material impact on the financial statements.

 

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  O. The Committee shall consider such other matters in relation to the financial affair of the Company and in relation to the audit of the Company’s financial statements as the Committee may, in its discretion, determine to be advisable and shall perform any other duties consistent with this Charter, the Company’s Articles of Incorporation, By-laws and governing laws as the Committee or the Board deems necessary.

 

  P. The Committee shall obtain the Board’s approval of this Charter, review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

 

  Q. The Committee shall annually review the Committee’s own performance and present a report to the Board of the performance evaluation of the Committee.

 

5. Receipt and Treatment of Complaints

 

The Committee shall establish and oversee procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, auditing or other matters, and for the confidential or anonymous submission by employees of the Company of concerns regarding questionable accounting, auditing or other matters.

 

6. Limitation of Committee’s Role

 

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. Management is responsible for the financial reporting process, including the system of internal control over financial reporting and for the preparation of financial statements in accordance with generally accepted accounting principles. The Company’s Outside Auditors are responsible for auditing those financial statements and expressing an opinion as to their conformity with generally accepted accounting principles. The Committee’s responsibility is to oversee and review these processes. Each member of the Committee shall be entitled to rely on information, opinions, reports or statements, including financial statement and other financial data, prepared or presented by officers and employees of the Company, legal counsel, the Outside Auditors or other persons with professional or expert competence.

 

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Exhibit 10.2

 

AMENDED AND RESTATED

CHARTER OF THE

COMPENSATION COMMITTEE

OF

AIXIN LIFE INTERNATIONAL, INC.

Adopted September 21, 2020

 

1. Purpose

 

The Compensation Committee (the “Committee”) of the Board of Directors of AiXin Life International, Inc. (the “Corporation”) shall assist the Board of Directors in the discharge of its responsibilities with respect to the compensation of the Corporation’s directors, executive officers, and other key employees and consultants, and for such purpose shall review compensation arrangements for the Corporation’s executive officers and administer all employee benefit plans, including any equity incentive plan adopted by the Corporation.

 

The Committee is authorized to approve the compensation payable to the Corporation’s executive officers and other key employees, approve all perquisites, equity incentive awards, and special cash payments made or paid to the Corporation’s executive officers and other key employees and consultants, and approve severance packages with cash and/or equity components for the Corporation’s executive officers and other key employees.

 

2. Composition of the Committee

 

The Committee shall consist of not less than two directors each of whom shall (i) be an independent director under the listing standards of The NASDAQ Stock Market (“NASDAQ”), or any stock exchange or quotation system upon which the Corporation’s common stock may be listed from time to time; (ii) be a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, of the U.S. Securities and Exchange Commission (the “SEC”); (iii) be an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended; and (iv) not accept directly or indirectly any consulting, advisory or other compensatory fee from the Corporation or a subsidiary thereof. Each appointed Committee member shall be subject to annual reconfirmation and may be removed by the Board at any time. The Board shall also consider whether the director is affiliated with the Corporation, a subsidiary of the Corporation, or an affiliate of a subsidiary of the Corporation to determine whether such affiliation would impair the director’s judgment as a member of the Committee. The receipt of fees for meeting attendance or awards of stock or stock options pursuant to the Corporation’s equity compensation plans, by a director as part of his or her compensation for service on the Board, shall not disqualify the director from serving as a member of the Committee.

 

3. Committee Authority and Duties

 

In carrying out the purpose and authorities set forth above, the Committee shall:

 

  A. Approved Compensation Packages. Understand all aspects of the compensation packages it approves, including the maximum payment under such packages in the event of retirement, termination with or without cause, and severance in connection with a change in control of the Corporation;

 

 

 

 

  B. Executive Officer Compensation. Review and approve the corporate goals and objectives relevant to the compensation of the Corporation’s Chief Executive Officer (the “CEO”) and other executive officers, evaluate the officers’ performance in light of those goals and objectives, and set the officers’ compensation level based on this evaluation;
     
  C. Significant Officer Contracts/Compensation Arrangements. Review and approve significant employment agreements, arrangements, or transactions with executive officers, including any arrangements having any compensatory effect or purpose;
     
  D. Director Compensation. Review and recommend to the Board appropriate director compensation programs for service as directors, committee chairmanships, and committee members, consistent with any applicable requirements of the listing standards for independent directors;
     
  E. Compensation Policies and Performance Review. Establish the overall compensation philosophy of the Company and periodically assess the Corporation’s policies applicable to the Corporation’s executive officers and directors, including the relationship of corporate performance to executive compensation, and evaluate the performance of the CEO and other executive officers against those corporate goals and objectives, and, in connection with other responsibilities and duties herein, recommend such compensation levels and structure to the full Board of Directors for final approval;
     
  F. Equity Plan Awards. Approve stock option grants and other equity-based or incentive awards under any stock option or equity incentive compensation plans adopted by the Corporation, and otherwise assist the Board in administering awards, whether to employees or non-employees, under these plans;
     
  G. Evaluate Stock and Incentive Plans. Evaluate and make recommendations to the Board concerning any stock option or equity incentive compensation plans proposed for or adopted by the Corporation and make recommendations to the Board with respect to incentive compensation plans and equity-based plans;
     
  H. Committee Report in Proxy Statement. Assist in the preparation of and approve a report of the Committee for inclusion in the Corporation’s proxy statement for each annual meeting of stockholders, in accordance with the rules of the SEC and any requirements of NASDAQ;
     
  I. Review. Periodically review the operation of all of the Corporation’s employee benefit plans, provided, however, that day-to-day administration of such plans, including the preparation and filing of all government reports and the preparation and delivery of all required employee materials and communications, shall be performed by Corporation management;

 

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  J. CD&A. If required under the rules of the SEC, review and approve the Compensation Discussion and Analysis for annual disclosure to the shareholders;
     
  K. Access to Executives. Have full access to the Corporation’s executives as necessary to carry out its responsibilities;
     
  L. Other Activities. Perform any other activities consistent with this Charter, the Corporation’s By-laws and governing law, as the Committee or the Board deems necessary or appropriate;
     
  M. Review Charter. Review the Committee’s Charter at least annually for adequacy and recommend any changes to the Board;
     
  N. Self-Evaluation. Annually review the Committee’s own performance and present a report to the Board of the performance evaluation of the Committee; and
     
  O. Report to Board. Report to the Board of Directors on the major items covered at each Committee meeting.

 

4. Investigations and Studies; Outside Advisers

 

The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other adviser retained by the Committee, the expense of which shall be borne by the Corporation. The Committee may select a compensation consultant, legal counsel or other adviser to the Committee only after taking into consideration all factors relevant to that person’s independence from management, including the following:

 

  A. The provision of other services to the Corporation by the person that employs the compensation consultant, legal counsel or other adviser;
     
  B. The amount of fees received from the Corporation by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
     
  C. The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest:
     
  D. Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
     
  E. Any stock of the Corporation owned by the compensation consultant, legal counsel or other adviser; and

 

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  F. Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Corporation.

 

The Committee shall conduct the independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the Committee, other than: (i) in-house legal counsel; and (ii) any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Corporation, and that is available generally to all salaried employees; or providing information that either is not customized for the Corporation or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice.

 

Nothing herein requires a compensation consultant, legal counsel or other compensation adviser to be independent, only that the Committee consider the enumerated independence factors before selecting or receiving advice from a compensation consultant, legal counsel or other compensation adviser. The Committee may select or receive advice from any compensation consultant, legal counsel or other compensation adviser it prefers, including ones that are not independent, after considering the six independence factors outlined above.

 

Nothing herein shall be construed: (1) to require the Committee to implement or act consistently with the advice or recommendations of the compensation consultant, legal counsel or other adviser to the Committee; or (2) to affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.

 

5. Compensation Committee Meetings

 

The Committee shall meet with the CEO at or near the start of each fiscal year to discuss the goals and incentive compensation programs to be in effect for such fiscal year and the performance targets triggering payout under those programs. The Committee shall, by duly authorized resolution, establish any incentive compensation programs to be in effect for the fiscal year for the Corporation’s executive officers and other participants, including the objectives to be attained and the procedures for determining the individual awards payable under those programs. At or near the end of each fiscal year, the Committee shall meet to review performance under those programs and award bonuses thereunder. At that time the Committee shall also adjust base salary levels in effect for the Corporation’s executive officers and review the overall performance of the Corporation’s employee benefit plans. The CEO and members of management may not be present during voting or deliberations on their compensation.

 

The Committee shall also meet as and when necessary to act upon any other matters within its jurisdiction under this Charter.

 

Minutes shall be kept of each meeting of the Committee.

 

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Exhibit 10.3

 

CHARTER OF THE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF

AIXIN LIFE INTERNATIONAL, INC.

ADOPTED SEPTEMBER 21, 2020

 

1. Purpose

 

The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of AiXin Life International, Inc. (the “Company”) is appointed by the Board (a) to assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders; (b) to recommend to the Board director nominees for each Board committee; (c) to recommend to the Board the corporate governance guidelines applicable to the Company; (d) to lead the Board in its annual review of the performance of the Board and its committees; and (e) to take a leadership role in shaping the corporate governance of the Company.

 

2. Committee Membership

 

The Committee shall consist of no fewer than two members. The members of the Committee shall satisfy the independence requirements of The NASDAQ Stock Market (“NASDAQ”) with respect to nominating committees. The members of the Committee shall be appointed and replaced by the Board. One member of the Committee shall be appointed as Chairman by the Board.

 

3. Meetings

 

The Committee shall meet as often as necessary to carry out its responsibilities. The Chairman of the Committee shall preside at each meeting. Minutes shall be kept of each meeting of the Committee.

 

4. Committee Authority and Responsibilities

 

The Committee shall perform the core function of recommending director candidates (a) for the Board’s selection for presentation to the stockholders for their approval at the annual meeting of the stockholders and (b) for the Board’s approval to fill any vacancies on the Board, whether created by expansion, resignation, retirement or any other reason. This responsibility includes: (i) working with the full Board to develop criteria and procedures for the identification and recruitment of candidates for Board membership, as reflected in the Company’s corporate governance guidelines; (ii) reviewing candidates’ qualifications (including independence) and any potential conflicts with the Company’s interests; (iii) evaluating each director’s individual performance when considering whether to re-nominate the director for reelection to the Board; and (iv) making recommendations to the full Board with respect to these matters. In the event that the Company is legally required by contract or otherwise to provide third parties with the ability to designate directors, the selection and nomination of such directors need not be subject to the process set forth herein.

 

 

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B. The Committee shall have the authority to retain and terminate any search firm to be used to identify director candidates and shall have authority to approve the search firm’s fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
   
C. The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board’s performance, including the effectiveness of its committees, to be discussed with the full Board following the end of each fiscal year.
   
D. The Committee shall initially create and recommend for adoption by the Board corporate governance guidelines for the Company and, on an annual basis thereafter, review and reassess the adequacy of these guidelines and recommend any proposed changes to the Board for approval.
   
E. The Committee shall annually review the succession planning recommendations for the Company’s senior executive officers, including but not limited to the Chief Executive Officer and will do so in concert with the Compensation and Stock Option Committee and the Chairman of the Board of Directors.
   
F. The Committee may form and delegate authority to subcommittees when appropriate.
   
G. At each meeting of the Board that follows a meeting of the Committee, the Chairman of the Committee shall report to the full Board on the matters considered at the last meeting(s) of the Committee.
   
H. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.

 

 

 

 

 

Exhibit 10.4

 

AIXIN LIFE INTERNATIONAL, INC.

WHISTLEBLOWER POLICY

 

Introduction

 

AiXin Life International, Inc. (the “Company”) has adopted a Code of Conduct and Ethics applicable to all officers and employees that urges them promptly to discuss with or disclose to their supervisor, the Company’s Ethics Officer or the Board of Directors any events of questionable, fraudulent, unethical or illegal nature. As an additional measure to support our commitment to ethical conduct, the Audit Committee of our Board of Directors has adopted the following policies and procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal controls, financial reporting or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting, financial reporting or auditing matters.

 

This policy is intended to comply with the requirements of Section 301 of the Sarbanes-Oxley Act of 2002 and Section 922 of the Dodd-Frank Act of 2010.

 

Reporting of Concerns or Complaints Regarding Accounting, Internal Controls, Financial Reporting or Auditing Matters

 

Taking action to prevent problems is part of the Company’s culture. If you observe possible unethical or illegal conduct, you are encouraged to report your concerns. Employees and others involved with the Company are urged to come forward with any such information, without regard to the identity or position of the suspected offender.

 

To facilitate the investigation of a complaint, to the extent practicable, the complaint should include a full statement of the acts or omissions, along with relevant dates, forming the basis of the complaint. In addition, the complaint should state that it is being made pursuant to this policy.

 

Employees and others may choose any of the following modes of communicating suspected violations of law, policy, or other wrongdoing, as well as any concerns regarding questionable accounting, financial reporting or auditing matters (including deficiencies in internal controls), or concerns about retaliation against employees or contractors who, in good faith, make reports regarding any of the foregoing:

 

● Report the matter to your supervisor; or
   
● Report the matter by mailing the Chairman of the Audit Committee, do the Company’s Ethics Officer at the Company’s corporate headquarters in Chengdu City, Sichuan Province, China (such communication may be anonymous if desired); or
   
● Report the matter to the Company’s Chief Executive Officer, Chief Financial Officer or Ethics Officer.

 

Confidentiality

 

The Company will treat all communications under this Policy in a confidential manner, except to the extent necessary (a) to conduct a complete and fair investigation, or (b) for reviews of Company operations by the Company’s Board of Directors, its Audit Committee, the Company’s independent public accountants or the Company’s outside legal counsel.

 

We encourage employees and other reporting persons to put their names on the complaint in order to enable the Company to contact you with follow up questions. The investigation may require more detailed information from the source of the information in order to quickly and efficiently ascertain the details of the reported incident. However, if you choose, you may always submit an anonymous report.

 

1

 

 

Investigation

 

The Audit Committee, with the input of the Chief Executive Officer, outside counsel and/or the Senior Vice President, Finance, other Company management and/or outside consultants, if requested by the Audit Committee and so long as such persons are not the subject of the complaint, will determine the scope of investigation to be conducted, the validity of the complaint and any corrective action, as appropriate. All employees have a duty to promptly cooperate and provide accurate information in connection with any investigation of reports of questionable conduct, or of retaliation resulting from the reporting or investigation of such matters.

 

If a complaint is reported directly to the Audit Committee, it is the responsibility of the Audit Committee to report to Company management any noncompliance with legal and regulatory requirements and to assure that management takes corrective action including, where appropriate, reporting any violation to the relevant federal, state or regulatory authorities.

 

The Audit Committee also has the authority to retain additional outside legal or accounting expertise in any investigation as it deems necessary to conduct the investigation in accordance with its charter and this policy.

 

Retaliation

 

Any individual who in good faith reports a possible violation of the Company’s Code of Conduct and Ethics, or of law, rule or regulation, or any concerns regarding questionable accounting, financial reporting or auditing matters, even if the report is mistaken, or who assists in the investigation of a reported violation, will be protected by the Company. Retaliation in any form against these individuals will not be tolerated. Any act of retaliation should be reported immediately and will be disciplined appropriately.

 

Specifically, the Company will not discharge, demote, suspend, threaten, harass, or in any other manner discriminate or retaliate against any employee in the terms and conditions of the employee’s employment because of any lawful act done by that employee to either (a) provide information, cause information to be provided, or otherwise assist in any investigation regarding any conduct that the employee reasonably believes constitutes a violation of any Company code of conduct or policy, law, rule, or regulation, including any rule or regulation of the Securities and Exchange Commission, or (b) file, cause to be filed, testify, participate in, or otherwise assist in a proceeding filed or, to the employee’s knowledge, about to be filed relating to an alleged violation of any such law, rule, or regulation.

 

We assume that our employees and others will act in good faith and will not make false accusations when reporting wrongdoing. An employee who knowingly or recklessly makes statements or disclosures that are not in good faith will not be protected by this policy and may be subject to discipline, which may include termination. Additionally, employees who report acts of wrongdoing pursuant to this policy will continue to be held to the Company’s general job performance standards and adherence to the Company’s policies and procedures.

 

Records Retention

 

The Company will maintain records of complaint reports and related records consistent with the Company’s document retention policy in effect from time to time and in compliance with applicable law but in no event for a period of less than seven (7) years from the date the complaint report is received or the related record is created, as applicable. It is illegal and against the Company’s policy to destroy any records that may be subject to or related to an investigation by the Company or any federal, state or regulatory body.

 

Reporting to Governmental Agencies

 

This policy is intended to encourage and enable employees to raise good faith concerns about questionable, fraudulent, unethical or illegal conduct to designated Company personnel prior to providing any notification outside the Company. However, nothing in this policy is intended to prevent an employee or others from reporting information to the appropriate governmental agency when the employee has reasonable cause to believe that a violation of law has occurred, whether or not the reporting person has previously submitted a complaint under this policy.

 

Governmental agencies may pay bounties to persons who report information with respect to violations of law. To further encourage and enable employees to first report information to the designated Company personnel under this policy, the Company will take appropriate steps to assist any person submitting a complaint under this policy to receive any applicable bounty, including providing the relevant agency with the identity and timing of the submission of the complaint by such person in order to assist such person in claiming such bounty.

 

2

 

 

Exhibit 14.1

 

AiXin Life International, Inc.

Code of Business Conduct and Ethics

Adopted on August 4, 2020

 

I. INTRODUCTION

 

This code of Business Conduct (“Code”) has been adopted by AiXin Life International, Inc. (the “Company”) to assure that the Company adheres to ethical standards and obeys all applicable laws and that its employees, officers, directors and agents clearly understand what is required of them in that regard. To further the Company’s fundamental principles of honesty and loyalty, our Code strives to deter wrongdoing and promote the following objectives:

 

  ● honest and ethical conduct and the avoidance of conflicts of interest;
  ● full, fair, accurate, timely and transparent disclosure in reports and documents that the Company files with the Securities and Exchange Commission (“SEC”) and other government agencies;
  ● compliance with the applicable laws and governmental rules and regulations: prompt internal reporting of Code violations or practices that are questionable under the Code; and
  ● accountability for compliance with the Code.

 

The provisions of this code apply to all directors, officers and employees of the Company. The term “employees” as used in this Code, includes all of our full and part time employees and officers and, when they are acting on behalf of the Company, directors of the Company.

 

This Code supersedes all other policies, procedures, instructions, practices, rules or written verbal representations, but only to the extent that they are inconsistent with this Code. The polices stated herein are not all of the policies applicable to our employees nor are they a comprehensive or complete explanation of all laws which apply to us and our employees. We are committed to reviewing and updating our policies and procedures on a regular basis. Therefore, this Code may be modified or supplemented in the future. In addition, we may from time to time adopt more detailed policies and procedures with regard to certain areas covered by this Code and other matters not mentioned in it.

 

As described below, the Company’s Ethics Officer has responsibility for the overall implementation and administration of the Code. No employee has the authority to violate any of the Code’s provisions or to direct or authorize others to do so.

 

. GENERAL STANDARDS OF CONDUCT

 

This Code helps ensure our compliance with legal requirements and our standards of business conduct. All of our employees are expected to read and understand this Code, to uphold its standards in their day-to-day business activities, to comply with all applicable policies and procedures, and to ensure that all agents and contractors are aware of, understand, and adhere to these standards in their dealings with or on behalf of the Company.

 

 

 

 

The Company expects all employees to exercise good judgment to ensure the safety and welfare of employees and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. These standards apply while working on our premises, at offsite locations where our business is being conducted, at Company sponsored business and social events, or at any other place where you are a representative of the Company. Employees who engage in misconduct or whose performance is unsatisfactory may be subject to discipline or corrective action, up to and including termination, as described in Section XVII below.

 

III. COMPLIANCE WITH LAWS

 

All Company employees must comply with all applicable laws, regulations, rules and regulatory orders applicable to the Company’s business and the performance of their duties. You must acquire appropriate knowledge of the requirements relating to your duties sufficient to enable you to recognize potential dangers and to know when to seek advice from your supervisor. In certain cases, it will be appropriate for you to seek advice from the Ethics Officer. Violations of laws, regulations, rules and orders may subject you to individual criminal or civil liability, as well as to discipline by the Company. Such violations may also subject the Company to civil or criminal liability or the impairment of its business reputation.

 

IV. CONFLICTS OF INTEREST

 

A. General Standards

 

Each of us has a responsibility to the Company, our stockholders and to each other. Although this duty does not prevent us from engaging in personal transactions and investments, it does demand that we avoid situations where a conflict of interest might occur or appear to occur. The Company is subject to scrutiny from various individuals and organizations. For these reasons, we should always strive to avoid even the appearance of impropriety. Actual or potential conflicts of interest can arise out of a wide range of events and circumstances. We have identified the following as a non-exclusive list of situations that raise conflict of interest concerns:

 

- Employees may not give or receive, directly or indirectly, gifts or contributions of more than nominal value, or any other form of compensation to or from persons or entities doing business or seeking to do business with the Company. Employees may not provide meals, entertainment, or other courtesies in connection with Company business in a manner which is not appropriate to the business relationship. The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with suppliers and customers. Please seek advice if you to have any concern about the appropriateness of any business-related gifts you plan to make.

 

 

 

 

-Unless specifically approved in advance by the Ethics Officer, no employee or member of his or her immediate family may benefit personally from any

 

purchase by or sale to the Company or its subsidiaries of goods or services, or derive personal gain from transactions involving the Company or its subsidiaries.

 

-Unless approved in advance by the Ethics Officer, employees may not have any material direct or indirect interest in any enterprise doing business with or competing with the Company Ownership or its interests.

 

-The Company may not provide or guarantee loans to any Company director or executive officer that would be prohibited by federal law.

 

-Officers of the Company and its subsidiaries may not serve as officers, directors employees, partners, or consultants of or receive salary, fees, dividends or other income (except dividends and interest from publicly traded securities or other similar investments) from any for-profit enterprise, other than the Company or its subsidiaries, unless that relationship has been fully disclosed to and approved cither explicitly or implicitly by the Ethics Officer or, in the case of the Ethics Officer, by the Board of Directors of the Company.

 

-The Code does not prohibit Company employees from maintaining other employment. However, such other employment must not interfere with your work for the Company. Further, the other activities must not constitute a conflict of interest with, breach a fiduciary duty to, or be otherwise harmful to, the Company.

 

-Employees are prohibited from giving, offering or accepting anything that can be construed as a bribe, kickback or an illegal or unethical payment. Any employee who has received an offer of such illegal or unethical payment must report the offer promptly to the Ethics Officer.

 

The list above describes only a number of potential situations where an actual or potential conflict of interest might occur or appear to occur. If you have any questions or concerns that a particular situation may involve a conflict between your personal interests, or those of a fellow employee, and the Company, you should contact the Ethics Officer.

 

B. Corporate Opportunities

 

Employees, officers and directors may not exploit for their own personal gain opportunities that are discovered through the use of Company property, information or position unless the opportunity is disclosed fully in writing to the Ethics Officer and the Ethics Officer consents to such exploitation or, in the case of the Ethics Officer, to the Company’s Board of Directors and the Board of Directors declines to pursue such opportunity.

 

 

 

 

V. PROTECTION AND PROPER USE OF COMPANY PROPERTY AND ASSETS

 

A. General Standards

 

All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s financial condition. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted. The obligation of employees to protect the Company’s assets includes its proprietary information. See Section VI below.

 

. Computer and Information Systems

 

For business purposes, officers and some employees are provided telephones and

 

computer workstations and software, including network access to computing systems such as the Internet and e-mail, to improve personal productivity and to manage proprietary information efficiently in a secure and reliable manner. You must obtain the permission to install any software on any Company computer or connect any personal laptop to the Company network. As with other equipment and assets of the Company, we are each responsible for the appropriate use of these assets. Except for limited personal use of the Company’s telephones and computer/e mail, such equipment may be used only for business purposes. Officers and employees should not expect a right to privacy of their e-mail. All e-mails on Company equipment are subject to monitoring by the Company.

 

VI. PROTECTION OF CONFIDENTIAL AND PROPRIETARY INFORMATION

 

A. Confidential and Proprietary information

 

It is the Company’s policy to ensure that all operations, activities and business affairs of the Company and our business partners are kept confidential to the greatest extent practicable. Confidential information includes all non-public information that might be of use to competitors or that might be harmful to the Company if disclosed. Confidential and proprietary information about the Company belongs to the Company, must be treated with strictest confidence and is not to be disclosed or discussed with others, except as may reasonably be required in connection with conducting the Company’s business.

 

Unless otherwise agreed to in writing, confidential and proprietary information includes any and all methods, inventions, improvements or discoveries, whether or not patentable or copyrightable, and any other information of a similar nature disclosed to the directors, officers or employees of the Company or otherwise made known to us as a consequence of or through employment or association with the Company (including information originated by the director, officer or employee). This can include, but is not limited to, information regarding the Company’s business, products and processes. It also can include information relating to research, development, inventions, trade secrets, intellectual property of any type or description, data, business plans, business methods or practices, marketing strategies, engineering designs and contract negotiations.

 

 

 

 

The following are examples of information that is not considered confidential:

 

-information that is in the public domain to the extent such information is readily available;

 

-information that becomes generally known to the public including information that is properly authorized for public release by the Company but not

 

information that is publicly disclosed in breach of an obligation to hold it in confidence; or

 

-information you receive from a party, which is under no legal obligation of confidentiality to the Company with respect to such information.

 

We have exclusive property rights to all confidential and proprietary information regarding the Company. The unauthorized disclosure of this information could destroy its value to us and give others an unfair advantage over us. You are responsible for safeguarding this information and complying with established security controls and procedures. All documents, records, notebooks, notes, memoranda and similar repositories of data containing information of a secret, proprietary, confidential or generally undisclosed nature relating to the Company or its operations and activities made or compiled by a director, officer or employee or made available to you prior to or during the term of your association with the Company, including any copies thereof belong to the Company, must be held by you in trust solely for the benefit of the Company and must be delivered to the Company by you on the termination of your association with the Company or at any other time upon request by a Company officer.

 

B. Confidential Information Belonging to Others

 

You must respect the confidentiality of information, including, but not limited to trade secrets and other information given in confidence by others, including partners, suppliers or contractors, just as you must protect our confidential information. However, certain restrictions about the information of others may place an unfair burden on the Company’s future business. For that reason, you should coordinate with the Company’s President and Chief Executive Officer to ensure that appropriate agreements are in place prior to receiving any confidential third-party information. These agreements must reflect a balance between the value of the information received and the logistical and financial costs involved in both maintaining the confidentiality of the information and the potential that an obligation of confidentiality could limit the Company’s business opportunities. In addition, any confidential information that you may possess from an outside source, such as a previous employer, must not, so long as such information remains confidential, be disclosed to or used by the Company. Unsolicited confidential information submitted to the Company should be refused, returned to the sender where possible and deleted if received via internet e-mail.

 

 

 

 

VII. GOVERNMENT INVESTIGATIONS

 

It is unlawful and a violation of Company policy and this Code to retaliate against any

 

person for providing truthful information to any law enforcement office relating to the commission of any offense. It is the Company’s policy to cooperate fully with government investigations. A condition of such cooperation, however, is that the Company be represented by its own legal counsel. If you believe that a government investigation or inquiry is imminent, this information should be communicated immediately to our President and Chief Executive Officer. Appropriate handling of the government investigations is very important. Violations of any of the laws regulating the conduct of the Company’s business, including worker and workplace safety, environmental, securities, government procurement, tax and financial laws, can result in both civil and criminal penalties. Criminal penalties may also apply to those individuals within the Company who actually took the actions which violated the law or failed to take actions which resulted in a violation of the law. Therefore, you should never do any of the following:

 

-destroy any Company documents in anticipation of or after receiving, a request for those documents from any government agency or a court;

 

-alter any Company documents or records in an attempt to defraud or mislead; -lie or make any misleading statements to any governmental investigator; or -attempt to get anyone else to engage in these prohibited activities.

 

VIII. INSIDER TRADING

 

Employees who have access to material non-public information are not permitted to use or share that information for securities trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.

 

IX. COMPETITION AND FAIR DEALING

 

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information of others, possessing trade secret information that was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies is prohibited. You should endeavor to respect the rights of and deal fairly with the Company’s suppliers and competitors and their employees. You should never take unfair advantage of anyone through manipulation concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.

 

To maintain the Company’s valuable reputation, the Company’s operations must be conducted in accordance with all applicable regulations. Compliance with all laws and regulations of governing or regulatory agencies should be given priority over the opportunity to profit or gain competitive advantage.

 

 

 

 

X. WORKPLACE HEALTH, SAFETY AND DIGNITY

 

A. Working Environment

 

The Company strives to provide each employee with a safe and healthful work environment. Each of us has a responsibility to help maintain a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. You must treat all of your co-workers with respect and dignity, and you are entitled to the same from them. There are no exceptions to this rule. Violence and threatening behavior will not be permitted under any circumstances.

 

B. Equal Opportunity

 

The Company makes its employment decisions without regard to any individual’s race, color, religion, sex, national origin, age, marital status, physical or mental handicap or disability (assuming that such handicap or disability does not prevent the individual from performing the job in question), or any other factor that by law may not be considered.

 

-Every officer is responsible for assuring that this policy is followed.

 

-If you feel that you have not been treated with the impartiality that this policy requires, you should contact the Ethics Officer or, in a case where your concern relates to the Ethics Officer, to the Company’s Corporate Counsel or any member of the Board of Directors.

 

. Harassment

 

The Company will not tolerate any form of harassment in the workplace. “Harassment” includes any verbal or physical conduct that would offend or make uncomfortable a reasonable person experiencing such conduct or that would interfere with a reasonable person’s job performance. Any such conduct should be promptly reported to a supervisor. One form of harassment is sexual harassment. Sexual harassment will not be tolerated. Sexual harassment includes verbal or physical conduct that has the purpose or effect of interfering with your work performance, or creating an intimidating, hostile or offensive work environment. If you feel that you have been harassed, or if you observe such conduct by your co-workers, you should promptly contact the Ethics Officer or, in a case involving conduct of the Ethics Officer, to the Company’s Corporate Counsel or any member of the Board of Directors.

 

C. Substance Abuse

 

A safe working environment cannot be maintained if any employee allows the abuse of alcohol or drugs to interfere with his or her performance. Consequently, you may not use or possess illegal drugs on Company premises. You may not arrive at work in an impaired condition due to the use of drugs (including prescribed medications) or alcohol. You may not use or possess alcohol on Company premises, except in connection with Company sponsored social events or business entertainment.

 

 

 

 

XI. EMPLOYEE PRIVACY

 

The Company is firmly committed to respecting employee privacy. It is the Company’s policy to acquire and retain only employee personal information that is required for effective operation of the Company or that is required by law in the jurisdictions in which we operate. Access to such information will be restricted internally to those employees with a recognized need to know such information. The Company will comply with all applicable laws regulating the disclosure of personal information about employees.

 

XII. ENVIRONMENTAL COMPLIANCE

 

The Company endeavors to be an environmentally responsible corporate citizen and to operate its facilities in compliance with applicable environmental, health and safety regulations and in a manner that has the highest regard for the safety and well being of its employees and the general public.

 

XIII. POLITICAL ACTIVITIES: LOBBYING

 

Political activities must be conducted on your own time and using your own resources. The law does not permit the Company to compensate or reimburse you for political contributions which you have made or intend to make. This is a highly regulated and complex area. If you have any question or concerns, please contact the Ethics Officer. No funds or assets of the Company may be used for political contributions without prior approval of the Board of Directors. These prohibitions cover not only direct contributions, but also indirect assistance or support of candidates or political parties through the purchase of tickets to special dinners or other fund raising events.

 

XIV RECORDKEEPING ACCOUNTING AND REPORTING MATTERS

 

A. Accurate Business Records

 

The integrity and completeness of record-keeping is not only the Company’s policy, it is also mandated by law. The Company is required to keep books, records, and accounts that accurately and fairly reflect all transactions and to maintain an effective system of internal controls. The improper alteration, destruction, concealment or falsification of records or documents may result in criminal penalties.

 

Proper recording of all transactions is essential to the Company’s control of its affairs and the accuracy of its financial reporting. To maintain the integrity of the accounting records, all entries in the Company’s books and records must be prepared carefully and honestly and must be supported by adequate documentation to provide a complete, accurate and auditable record. All employees have a responsibility to assure that their work is complete and accurate. Employees must provide accurate and complete information to the Company’s accounting personnel, officers, legal counsel, independent auditors, government investigators or agencies and any other person authorized to receive the information. In addition to these general guidelines, the following rules apply:

 

 

 

 

-No false or misleading entry may be made for any reason, and no employee may

 

assist any other person in making a false or misleading entry. In making any estimates or judgments that may have an effect on the Company’s financial statements, employees responsible for such estimates and judgments are charged with investigating the relevant facts and for exercising their best judgment in utmost good faith.

 

- You should promptly identify and bring to the attention of a member of the Company’s accounting staff any inaccuracies you believe are reflected in the Company’s financial books and records.

 

-You may not establish for any purpose an unauthorized undisclosed fund or asset account involving Company funds or assets.

 

-You may not allow transactions to be structured or recorded in a way that is not consistent with the Company’s accounting practices and its internal control over financial reporting and with applicable accounting standards.

 

-You may not approve or make any payment on behalf of the Company with the intention or understanding that a part or all of such payment is to be used for any purpose other than that described by the documentation supporting the payment.

 

-If you have information or knowledge of any unrecorded fund or asset, or any prohibited act involving financial reporting or disclosure, you must promptly report such matter to a member of the Company’s accounting staff or the Ethics Officer.

 

-Reporting such information that comes to your attention is your affirmative duty and you will not suffer adverse treatment for making good faith disclosures in accordance with these procedures.

 

B. Record Retention

 

Business records and communications frequently and sometimes unexpectedly become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company’s records retention polices. In accordance with those policies, in the event of litigation or governmental investigation, please consult with the Ethics Officer.

 

C. Timekeeping: Expense Accounts

 

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.

 

 

 

 

Some employees regularly use business expense accounts, which must be documented and recorded accurately.

 

D. Audits of Financial Statements

 

No director, officer or employee of the Company may directly or indirectly make or cause to be made a materially false or misleading statement, or omit to state, or cause another person to omit to state any material fact necessary to make statements not be misleading in connection with the audit of financial statements by independent auditors, the preparation of any required reports whether by independent or internal accountants or any other work which involves or relates to the filing of a document with the U.S. Securities and Exchange Commission (“SEC).

 

XV. SPECIAL ETHICS OBLIGATIONS FOR EMPLOYEES WITH FINANCIAL RESPONSIBILITIES

 

It is the Company’s policy that there be full, fair, accurate, complete, objective, timely and understandable disclosure in all reports and documents that the Company files with, or submits to, the SEC, any other government agency or self-regulatory organizations, and in other public communications made by the Company. This standard of integrity applies to reports and documents that are used for internal purposes as well. These financial reporting obligations apply primarily to the President and Chief Executive Officer, the Chief Financial Officer any other employee with any other responsibility for the preparation and filing of such reports and documents, including drafting, reviewing and signing or certifying the information contained in those reports and documents (each a “Financial Reporting Person”). The Company expects however, that all employees will take this responsibility very seriously and provide prompt and accurate answers to inquiries related to the Company’s financial reporting and public disclosure obligations.

 

Because of this special role, each of the Company’s Financial Reporting Persons shall, in the performance of his or her duties for the Company:

 

-act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships;

 

-provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable

 

disclosure in reports and documents that the Company files with, or submits to, government agencies and in other public communications;

 

-comply with rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies;

 

 

 

 

-act in good faith, responsibly, with due care, competence and diligence without misrepresenting material facts or allowing his or her independent judgment to be undermined;

 

-respect the confidentiality of information acquired in the course of his or her work

 

except when authorized or otherwise reasonably required in connection with carrying out his or her duties or responsibilities; and

 

-promptly report to the Ethics Officer any conduct that the individual believes to be a violation of law or business ethics or of any provision of this Section XV, including any transaction or relationship that reasonably could be expected to give rise to such a conflict.

 

In addition, federal law requires that the Company devise and maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (1) transactions are executed in accordance with management’s general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles; and (3) transactions are recorded as necessary to maintain accountability for assets. It is our policy that documents not be falsified.

 

Violations of this Section XV, including failures to report suspected violations by others, will be viewed as a severe disciplinary matter that may result in personal action, up to and including termination of employment.

 

XVI. ETHICS OFFICER; REPORTING PROCEDURES

 

A. Ethics Officer

 

The Company’s Board of Directors has designated the Company’s President as the Ethics Officer who will be responsible for administering this Code throughout the Company. The President can be reached by mail or in person at the Company’s office in Chengdu City, Sichuan Province, China by telephone at 86-313-6732526 or by e-mail at ________.

 

B. Assistance in Interpreting the Code

 

Even though the Code’s rules may seem simple and clear, you may find yourself uncertain about the Code’s meaning, or how it applies in a specific situation. In trying to determine whether any given action is appropriate, use the following test: Imagine that your words you are using or the action you are taking is going to be fully disclosed in the media with all details, including your photo. If you are uncomfortable with the idea of this information being made public, perhaps you should think again about your words or your course of action.

 

If you have questions about the Code or how it might apply to particular circumstances, you should contact the Ethics Officer.

 

 

 

 

Ethical business conduct is critical to our business. As a Company employee, your responsibility is to respect and adhere to these practices. Many of these practices reflect legal or regulatory requirements. Violations of these laws and regulations can create significant liability for you, the Company, its directors, officers and other employees. Part of your job and ethical responsibility is to help enforce this Code. If you suspect that a Company employee, officer or director has violated this Code or broken any law, you should follow the following procedures to report the violation. In most cases, you should report the violation to the Ethics Officer.

 

If you believe reporting the violation to the Ethics Officer would not result in appropriate action, then you may report the suspected violation to the Company’s Whistleblower contact, at 86-313-6732526 or to any of the Company’s other directors by addressing a letter to:

 

-Chairman of the Board of Directors

c/o AiXin Life International, Inc.

Hongxing International Business Building 2, 14th FL, No. 69 Qingyun South Ave.,

Jinjiang District, Chengdu City, Sichuan Province, China.

 

If you choose to submit an anonymous report, the Company will not be able to contact you if the Company needs clarification or additional information. It is important, therefore, that any report of a suspected Code violation that is submitted anonymously provide sufficient detail to permit the Company to conduct an effective investigation.

 

All reports of suspected unlawful or unethical conduct will be promptly investigated by or under the direction of the Ethics Officer. All employees are expected to cooperate in any internal or external investigations of possible violations. Investigatory reports will be kept confidential to the extent practicable, consistent with the need to conduct an adequate investigation.

 

Reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation of such a violation, is strictly prohibited. Anyone who becomes aware of any such improper retaliatory conduct should immediately report such conduct to the Ethics Officer.

 

XVII. DISCIPLINARY ACTION

 

The matters covered in this Code are of the utmost importance to the Company, its employees, stockholders and business partners. Compliance with this Code is essential to the Company’s ability to conduct its business in accordance with its stated values. We expect all employees to adhere to these rules in carrying out their duties for the Company.

 

 

 

 

The Company will take appropriate action against any employee, officer or director whose actions are found to violate these policies or any other policies of the Company. Disciplinary actions may include suspensions and/or immediate termination of employment at the Company’s sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible where laws have been violated, the Company will cooperate fully with the appropriate authorities.

 

XVIII. WAIVERS

 

If an employee other than an executive officer or a member of the Company’s accounting staff believes that a waiver of the Code is necessary or appropriate, including a waiver of any potential or actual conflict of interest or of the Company’s policies or procedures, a request for a waiver and the reasons for the request must be submitted in writing to the Ethics Officer who will act on the waiver request.

 

Any waiver of any provision of this Code requested by an executive officer (other than the Ethics Officer or a director who is also an executive officer) or a member of the Company’s accounting staff must be approved in advance by the Ethics Officer whose decision will be subject to review and possible modification by the Board of Directors.

 

Any waiver of any provision of this Code requested by the Ethics Officer, an executive officer who is also a director or any other director must be approved in advance by at least two directors (not including the Ethics Officer or the director requesting the waiver) whose decision will be subject to review and possible modification by the Board of Directors.

 

Any waivers of this Code will be promptly disclosed to the Company’s stockholders and the public if and as required by applicable laws, rules and regulations.

 

XIX. PUBLICATION OF THE CODE; AMENDMENTS

 

The Company may, in its sole discretion, modify or amend the terms of this Code at any time. Such modifications or amendments shall immediately become effective with respect to Company personnel. The Company shall promptly provide copies of any amendments or modifications to the Code to each of its directors, officers and employees and shall make any public disclosures of such amendments or modifications that may be required by applicable law, rules or regulations.

 

X. ACKNOWLEDGEMENT OF CODE OF BUSINESS CONDUCT AND ETHICS

 

Each of the Company’s directors, officers and employees will be required to certify that he or she has received and read the Code and will comply with the Code’s requirements. The Company reserves the right to require directors, officers and employees to re-certify periodically their understanding of and adherence to the Code.