AiXin Life International, Inc. (Form: 8-K/A, Received: 10/06/2022 14:31:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): July 19, 2022

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 ☒

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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		AIXN		OTCQX

Cautionary Note Regarding Forward-Looking Statements:

Any statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. Such statements may include, but are not limited to, statements about the Registrant’s planned acquisitions, the purchase price to be paid for such acquisitions and the future performance of the businesses to be acquired, and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of the Company’s management as of this date only and are subject to risks and uncertainties that could cause actual results to differ materially. Therefore, investors are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.

Item 2.01 Completion of Acquisition or Disposition of Assets.

We, Aixin Life International, Inc., have assumed operational control of Yunnan Runcansheng Technology Company Limited (“Yunnan Runcansheng”) and entered into a Supplementary Agreement to the Equity Transfer Agreement dated July 19, 2022, with Yunnan Sheng Shengyan Technology Co., Ltd. and Chen Yun (collectively, the “Sellers”) wherein the parties waived certain conditions to closing and deemed the consummation of the acquisition of the shares of Yunnan Runcansheng by us to be effective September 30, 2022.

In the Supplementary Agreement all parties agreed to exercise their best efforts to complete any governmental filings and other formalities as soon as reasonably practical and that the remaining balance of the purchase price, RMB 39782600.00, due pursuant to the Equity Transfer Agreement will be paid within 10 working days after completion of the industrial and commercial change and registration of equity and legal representative with the local governmental authorities. We anticipate that this registration will be completed within two weeks, though governmental actions in Chengdu are being delayed by lockdowns in response to COVID-19.

Item 9.01 Financial Statements and Exhibits.

The financial statements of Yunnan Runcansheng, including pro forma financial information, required to be filed in accordance with the instructions to Form 8-K were filed in a Report on Form 8-K/A (Amendment No.1) filed on October 3, 2022.

	Exhibit No.		Description
	10.1		Supplementary Agreement to Equity Transfer Agreement among the Company, Yunnan Sheng Shengyan Technology Co., Ltd. And Chen Yun.

	99.1		Audited Financial Statements of Yunnan Runcansheng Technology Company Limited as of and for the years ended December 31, 2021 and 2020 (incorporated by reference to Report on Form 8-K/A filed on October 3, 2022).

	99.2		Unaudited Financial Statements of Yunnan Runcansheng Technology Company Limited as of June 30, 2022, and for the six months ended June 30, 2022 (incorporated by reference to Report on Form 8-K/A filed on October 3, 2022).

	99.3		Unaudited Pro Forma Combined Financial Statements as of June 30, 2022, and for the six months ended June 30, 2022 (incorporated by reference to Report on Form 8-K/A filed on October 3, 2022).

	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 6, 2022	By:	/s/ Quanzhong Lin
		Quanzhong Lin
		Chief Executive Officer

Exhibit 10.1

Supplementary Agreement to

Equity Transfer Agreement

The transferor (hereinafter referred to as the “Party A”):

Party A 1: Yunnan Sheng Shengyuan Technology Co., Ltd

Credit code: 91530112MA6K7D6E27

Contact information: 0871-65368255

Party A 2: Chen Yun

ID number: 532233197806301917

Contact information: 13987695864

The transferee (hereinafter referred to as “Party B”):

Party B: Hong Kong Aixin International Group Co., Ltd

Contact information: 15183310999

Address: Aixin Shangyan Hotel, No.3, Shuguang Road, Jinniu District, Chengdu City, Sichuan Province

Target Company: Yunnan Runcangsheng Technology Co., Ltd.

WHEREAS Part A and Party B entered into an Equity Transfer Agreement dated July 19, 2022, in which Party A 1 and Party A 2 agreed to sell to Party B and Party B agreed to purchase from Party A 1 and Party A 2 all of the outstanding shares of the capital stock of Yunnan Runcangsheng Technology Co., Ltd. (the “Target”) for the consideration and on the terms and conditions set forth in the Equity Transfer Agreement;

WHEREAS, among the conditions to closing the transaction were the completion of an audit of the financial statements of the Target Company and the completion of the industrial and commercial change and registration of equity and legal representative (the “Change and Registration”); and

WHEREAS, the audit of the financial statements of the Target, though now completed, and the completion of the Change and Registration, have been materially delayed due to actions taken by the government and the Parties in response to the COVID-19 pandemic, and Party B has assumed effective operating control of the Target Company and the parties desire to consider the transfer of the equity of the Target Company to have been completed as of immediately prior to the close of business on September 30, 2022.

In accordance with the Civil Code of the People’s Republic of China and other relevant laws and regulations, Party A and Party B, on the basis of equality, voluntary, integrity and friendship, have reached an agreement on the closing of the transfer of equity to Party B and for the continued involvement of Party A-1 in the operation of the business of the Company, for all parties to trust.

Article 1 Waiver of Conditions

Party B hereby waives the condition that the Change and Registration be completed prior to closing the transfer of the equity of the Target Company.

Party A 1 and Party A 2 acknowledge that Party B has assumed and is entitled to remain in control of the operations of the Target Company. The Parties further agree that all benefits and burdens, profits and losses arising out of the business of the Target Company and the ownership of the equity of the Target Company from and after the close of business on September 30, 2022, shall be for the account of Party B. For the avoidance of doubt, Party A 1 and Party A 2 acknowledge that Party B is the beneficial owner of all of the equity of the Target Company as of September 30, 2022.

Party A and Party B shall cooperate and exercise their best efforts to complete the Change and Registration as soon as reasonably practicable after the date hereof.

Party A confirms that as the beneficial owner of the equity of the Target Company Party B is entitled to and it has irrevocably granted to Party B the right to, operate the Target Company along with the right to exercise all rights and authority with respect to the equity of the Target Company, including the right to appoint the Board of Directors and management of the Target Company and to transfer the equity of the Target Company to a third party for such amount as Party B shall deem appropriate. Upon request, Party A 1 and Party A 2 shall each execute and deliver to Party B a Power of Attorney to evidence the grant of authority contained in this paragraph along with stock powers or such other instruments as are necessary to confirm that Party B is the owner of the equity of all of the outstanding equity of the Target Company.

Party A and Party B unanimously confirm that Party B shall pay to Party A the balance of RMB 39782600.00 due pursuant to the Equity Transfer Agreement within 10 working days after Party A and Party B complete the relevant formalities of the Change and Registration on a basis consistent with the results of the audit of the financial statements of the Target Company.

Any party that fails to perform the above provisions of this Supplementary Agreement shall be liable in accordance with the relevant breach liability provisions of the Original Agreement.

This supplementary agreement is an integral part of the original agreement and has the same legal effect as the Original Agreement.

(No text below)

(signature page follows)

(Signature Page to Supplementary Agreement)

Party A 1 (seal):	Yunnan Sheng Shengyuan Technology Co., Ltd.
Party A 1 (signature):

	By:	/s/ Jiou Hui Liang

Signing Time: September 30, 2022

Party A 2 (signature): __		/s/ Chen Yun
Signing Time: September 30, 2022

Party B (seal):	Hong Kong Aixin International Group Co., Ltd.
Party B (Signature):

	By:	/s/ Quanzhong Lin

Signing Time: September 30, 2022