INFORMATION
STATEMENT
AND
NOTICE
OF ACTION BY
WRITTEN
CONSENT OF MAJORITY SHAREHOLDER
January
10, 2023
BY
WRITTEN CONSENT IN LIEU OF A MEETING OF SHAREHOLDERS, SHAREHOLDERS OWNING A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE AUTHORIZED
OUR BOARD OF DIRECTORS TO ADOPT (IN THE EVENT IT IS DEEMED ADVISABLE BY THE BOARD) ONE OR MORE AMENDMENTS TO OUR ARTICLES OF INCORPORATION
EFFECTING A REVERSE STOCK SPLIT WITH RESPECT TO THE OUTSTANDING SHARES OF THE COMMON STOCK OF AIXIN LIFE INTERNATIONAL, INC. AT A RATIO
TO BE DETERMINED IN THE DISCRETION OF OUR BOARD WITHIN A RANGE OF ONE (1) SHARE OF COMMON STOCK FOR EVERY TWO (2) TO FOUR (4) SHARES
OF COMMON STOCK (THE “REVERSE STOCK SPLIT”) ON A CUMULATIVE BASIS IF THERE IS MORE THAN ONE REVERSE STOCK SPLIT AND
TO MAINTAIN THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED AT 500,000,000. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT NECESSARY. WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This
Information Statement and Notice of Action by Written Consent of Majority Shareholder is being furnished to the holders of shares of
the common stock, par value $0.00001 per share, of AiXin Life International, Inc., a Colorado corporation (the
“Company”, “we”, or “AiXin”). The purpose of this Information Statement and Notice of Action by
Written Consent of Majority Shareholder is to notify you that on December 27, 2022 (the “Record Date”), the
Company received written consent in lieu of a meeting of shareholders dated December 27, 2022 (the “Written
Consent”) from Quanzhong Lin, the record holder of 29,069,353 shares of common stock representing approximately 58% of the
issued and outstanding shares of common stock of the Company (the “Majority Shareholder”) to grant the Board
discretionary authority to approve (in the event it is deemed advisable by our Board) one or more amendments (each, an “Amendment,”
collectively, “Amendments”) to our articles of incorporation, as amended (the “Articles of Incorporation”), to (i) effect a reverse stock
split of our issued and outstanding shares of common stock, $0.00001 par value per share (the “Common Stock”), at a
ratio to be determined in the discretion of our Board within a range of one (1) share of Common Stock for every two (2) to four (4)
shares of Common Stock (the “Reverse Stock Split”) on a cumulative basis if there is more than one Amendment and (ii) to
maintain the number of shares of Common Stock authorized at 500,000,000.
We
had 49,999,891 shares of Common Stock outstanding as of the Record Date.
The
approval of the Amendments by a written consent in lieu of a meeting of shareholders signed by the holder of a majority of our
outstanding shares of Common Stock is sufficient under Article XVII of our Articles of Incorporation, as amended, pursuant to Section
7.107-104(1)(b) of the Colorado Business Corporation Act (“CBCA”). Accordingly, no proxy of our shareholders will be solicited
for a vote on the Amendments and this Information Statement and Notice of Action by Written Consent of Majority Shareholder is being
furnished to shareholders solely to provide them with certain information concerning the Reverse Stock Split in accordance with the requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder, including
particularly Regulation 14C, and Section 7.107-104(b)(5.5) of the CBCA. No additional action will be undertaken by us with respect to
the receipt of written consents, and no dissenters’ rights with respect to the receipt of the written consents are afforded to
stockholders as a result of the approval of the Amendments. In accordance with Regulation 14C, no Amendment may be effected prior to
the 21st day after this Information Statement is mailed to shareholders of record as of December 27, 2022. The Reverse Stock Split
is also subject to approval by the Financial Regulatory Authority.
This
Information Statement contains a brief summary of the material aspects of the Amendments approved by the Board and the Majority
Shareholder.
APPROVAL
OF ONE OR MORE AMENDMENTS (IN THE EVENT IT IS DEEMED ADVISABLE BY THE BOARD) TO OUR ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK
SPLIT OF OUR ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT A RATIO TO BE DETERMINED IN THE DISCRETION OF OUR BOARD WITHIN A RANGE
OF ONE (1) SHARE OF COMMON STOCK FOR EVERY TWO (2) TO FOUR (4) SHARES OF COMMON STOCK ON A CUMULATIVE BASIS IF THERE IS MORE THAN ONE
REVERSE STOCK SPLIT
General
The Board has adopted and the Majority Shareholder
has approved one or more amendments to our articles of incorporation (in the event it is deemed advisable by the Board) to effect a Reverse
Stock Split of our issued and outstanding shares of Common Stock. The Majority Shareholder has approved an amendment to Article IV of
our Articles of Incorporation to effect one or more Reverse Stock Splits of our Common Stock at a ratio to be determined
in the discretion of our Board and publicly announced prior to the effectiveness of any Reverse Stock Split within the range of one (1)
share of our Common Stock for every two (2) to four (4) shares of our Common Stock on a cumulative basis if there is more than one amendment.
Pursuant to the laws of the State of Colorado, our state of incorporation, the Board must adopt any amendment to our Articles of Incorporation
and submit the amendment to shareholders for their approval. If an amendment is filed with the Secretary of State of the State
of Colorado, the amendment will effect the Reverse Stock Split by reducing the outstanding number of shares of our Common Stock by the
ratio to be determined by the Board and publicly announced prior to the effectiveness of any Reverse Stock Split. The right granted to
the Board does not permit the Board to implement an approved Reverse Stock Split after the close of business on September 30, 2023. If
the Board desires to effect a Reverse Stock Split after that date, the Board will be required to seek shareholder approval.
Pursuant
to any amendment, any whole number of outstanding shares, between and including two and four, would be combined into one share of Common
Stock. The Board may also elect not to effect any Reverse Stock Split and consequently not to file any Amendment. The Board believes
that the resolution granting our Board this discretion, rather than approval of a specified exchange ratio, provides our Board with maximum
flexibility to react to then-current market conditions and, therefore, is in the best interests of AiXin and its shareholders. The Board’s
decision as to whether and when to effect a Reverse Stock Split will be based on a number of factors, including market conditions, existing
and expected trading prices for our Common Stock. Although the Majority Shareholder has approved the Reverse Stock Split, we will not
effect a Reverse Stock Split if the Board does not deem it to be in the best interests of AiXin and its shareholders. A Reverse Stock
Split, if deemed by the Board to be in the best interests of AiXin and its shareholders, will be effected, if at all, at a time that
is not later than September 30, 2023. The Board will publicly announce the ratio selected for the Reverse Stock Split prior to the effectiveness
of any such Reverse Stock Split.
Although
an Amendment to effect a Reverse Stock Split will not change the number of authorized shares of Common Stock or Preferred Stock, or the
par value of the Common Stock or Preferred Stock, the resolution approved by the Majority Stockholder states that the number of authorized
shares of Common Stock is to remain at 500,000,000. Therefore, depending upon the Reverse Stock Split ratio, after effecting the Reverse
Stock Split we may have a significant number of unissued shares remaining available for grant. As of the date of this Information Statement,
we do not have any current plans, arrangements or understandings relating to the issuance of any additional shares of authorized Common
Stock that will become available following the Reverse Stock Split other than upon exercise of our currently outstanding options and
warrants, upon conversion of our currently outstanding convertible debt and in connection with the potential public offering of our Common
Stock in respect of which we have filed with the Securities and Exchange Commission a Registration Statement on Form S-1.
Purpose
and Background of the Reverse Stock Split
Trading
in the price of the Common Stock of Aixin has been very limited and management of the Company believes the market price of the Common
Stock does not accurately reflect the underlying value of the assets, business and prospects of the Company. The Board believes that
a public offering of our Common Stock accompanied by a listing of our Common Stock on NASDAQ or the NYSE American will increase the liquidity
of our Common Stock by providing us with a market for the Common Stock that is more accessible than if AiXin’s Common Stock were
to continue to trade on the OTCQX or on the “pink sheets” maintained by the OTC Markets Group, Inc. Such alternative markets
are generally considered to be less efficient than, and not as broad as, the NASDAQ and NYSE American. Among other factors, trading on
the NASDAQ or NYSE American may increase liquidity and potentially minimize the spread between the “bid” and “asked”
prices quoted by market makers. Further, completion of a public offering of our Common Stock will provide us with the capital necessary
to further our business plan by expanding our business or complete any acquisition we may undertake and facilitate the use of our Common
Stock in any strategic or financing transactions that we may undertake. We believe that prospective investors will view an investment
in the Company more favorably if we have completed a public offering of our Common Stock and our shares qualify for listing on the NASDAQ
or NYSE American as compared with the OTC markets. Further, the Board believes that even in the absence of the completion of a public
offering of our Common Stock, the uplisting of our Common Stock to NASDAQ or the NYSE American will facilitate our ability to raise funds
to expand our business or complete any acquisition we may undertake and facilitate the use of our Common Stock in any strategic or financing
transactions that we may undertake. We believe that prospective investors will view an investment in the Company more favorably if our
shares qualify for listing on the NASDAQ or NYSE American as compared with the OTC markets.
The
Board has also determined that the consummation of the Reverse Stock Split may facilitate the Company’s ability to reduce the number
of its shares of Common Stock outstanding so as to set a price for its proposed public offering that will achieve compliance with the
listing requirements of NASDAQ or NYSE American and at a market value for its Common Stock that is compatible with the underlying value
of the Company and the value which our underwriter believes is appropriate. Because or Common Stock is thinly traded, our underwriter
may not place reliance on the trading price of our Common Stock when determining the price at which it is willing to consummate an offering
of our Common Stock.
The
effect a Reverse Stock Split has on the market price of the Common Stock cannot be predicted with any certainty, and the history of similar
stock split combinations for companies in like circumstances is varied. It is possible that the per share price of the Common Stock after
the Reverse Stock Split will not rise in proportion to the reduction in the number of shares of the Common Stock outstanding resulting
from the Reverse Stock Split, effectively reducing our market capitalization, and there can be no assurance that the market price per
share post-reverse split will either exceed or remain in excess of the prescribed initial listing minimum bid price for a sustained period
of time. The market price of AiXin’s Common Stock may vary based on other factors that are unrelated to the number of shares outstanding,
including AiXin’s future performance.
PLEASE
NOTE THAT UNLESS SPECIFICALLY INDICATED TO THE CONTRARY, THE DATA CONTAINED IN THIS INFORMATION STATEMENT, INCLUDING BUT NOT LIMITED
TO SHARE NUMBERS, CONVERSION PRICES AND EXERCISE PRICES OF OPTIONS AND WARRANTS, DOES NOT REFLECT THE IMPACT OF THE REVERSE STOCK SPLIT
THAT MAY BE EFFECTUATED.
Board
Discretion to Implement the Reverse Stock Split
If
the Board determines to effect a Reverse Stock Split, it will consider certain factors in selecting the specific stock split ratio, including
prevailing market conditions, the trading price of the Common Stock, the capitalization that will facilitate our public offering and
the steps that we will need to take in order to meet the initial listing bid price requirement and other listing regulations of the NASDAQ
or NYSE American. Based in part on the price of the Common Stock on the days leading up to the filing of the Amendment effecting the
Reverse Stock Split, the Board will determine the ratio of the Reverse Stock Split, in the range of 1:2 to 1:4, that, in the judgment
of the Board, is the reverse split ratio most likely to allow us to achieve and maintain compliance with the minimum price per share
requirement for initial listing on the NASDAQ or NYSE American for the longest period of time, while retaining a sufficient number of
outstanding, tradeable shares to facilitate an adequate market. The Board will publicly announce the ratio selected for the Reverse Stock
Split prior to the effectiveness of the Reverse Stock Split within the limits set forth herein.
The
Board may, in its sole discretion, abandon the proposed Amendment and determine prior to the effectiveness of any filing with the Secretary
of State of the State of Colorado not to effect the Reverse Stock Split prior to September 30, 2021. The Board would be required to obtain
stockholder approval to implement any Reverse Stock Split after September 30, 2023.
Recent
Actions Taken By the Board to Implement a Reverse Stock Split
On December 27, 2022, by unanimous written consent
in lieu of a meeting, the Board adopted resolutions authorizing one or more reverse stock splits at a cumulative ratio of no more than
one (1)-for-four (4), and caused counsel to file Articles of Amendment to effect a Reverse Stock Split to be filed with the Secretary
of State of the State of Colorado in the form annexed hereto as Appendix A effecting a one (1) for two (2) Reverse Stock Split.
The Reverse Stock Split is to become effective at 7:00 PM Mountain Time on February 10, 2023, the date specified in the Articles of Amendment
or such later date as the Reverse Stock Split is approved by FINRA.
Principal
Effects of the Reverse Stock Split
The
Reverse Stock Split will be effected simultaneously for all issued and outstanding shares of Common Stock and the stock split ratio will
be the same for all issued and outstanding shares of Common Stock. The Reverse Stock Split will affect all of our shareholders uniformly
and will not affect any stockholder’s percentage ownership interests in AiXin, except for possible changes due to the treatment
of fractional shares resulting from the Reverse Stock Split. After the Reverse Stock Split, the shares of our Common Stock will have
the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now
authorized. Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split
will not affect AiXin continuing to be subject to the periodic reporting requirements of the Exchange Act. The Reverse Stock Split is
not intended to be, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Exchange
Act.
The
Reverse Stock Split may result in some stockholders owning “odd-lots” of less than 100 shares of our Common Stock. Brokerage
commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots”
of even multiples of 100 shares.
Following
the effectiveness of any Reverse Stock Split approved by the shareholders and implementation by the Board, current shareholders will
hold fewer shares of Common Stock, with such number of shares dependent on the specific ratio for the Reverse Stock Split. For example,
if the Board approves a 1-for-2 Reverse Stock Split, a stockholder owning a “round-lot” of 100 shares of Common Stock prior
to the Reverse Stock Split would hold 50 shares of Common Stock following the Reverse Stock Split. THE HIGHER THE REVERSE RATIO (1-FOR-4
BEING HIGHER THAN 1-FOR-2, FOR EXAMPLE), THE GREATER THE REDUCTION OF RELATED SHARES EACH EXISTING SHAREHOLDER, POST REVERSE STOCK SPLIT,
WILL EXPERIENCE.
In
deciding whether to implement a Reverse Stock Split and the specific Reverse Stock Split ratio to be used, the Board will consider primarily
the satisfaction of the NASDAQ or NYSE American initial listing requirements, as described above under the heading “Purpose and
Background of the Reverse Stock Split” and the impact the Reverse Stock Split will have on the Company’s ability to complete
a public offering of its Common Stock. It may also consider, among other things: (i) the market price of the Common Stock at the time
of the Reverse Stock Split; (ii) the number of shares that will be outstanding after the Reverse Stock Split; (iii) the shareholders’
equity at such time; (iv) the shares of Common Stock available for issuance in the future; (v) the liquidity of the Common Stock in the
market and the improved liquidity that may result; and (vi) the nature of AiXin’s operations. The Board maintains the right to
elect not to proceed with a Reverse Stock Split if it determines, in its sole discretion, that a Reverse Stock Split is not in the best
interests of AiXin.
Risks
Associated with the Reverse Stock Split
There
are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in a sustained increase in the
per share price of our Common Stock, achieve a listing on NASDAQ or NYSE American or result in a capitalization that will allow for a
public offering of our Common Stock.. There is no assurance that:
| |
● |
the
market price per share of the Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of
shares of the Common Stock outstanding before the Reverse Stock Split; |
| |
● |
the
Reverse Stock Split will result in a per share price that will attract brokers and investors who do not trade in lower priced stocks;
and |
| |
● |
the
Reverse Stock Split will result in a per share price that will increase our ability to attract and retain employees and other service
providers |
Shareholders
should note that the effect of the Reverse Stock Split, if any, upon the market price for the Common Stock cannot be accurately predicted.
In particular, we cannot assure you that prices for shares of the Common Stock after the Reverse Stock Split will be two (2) to four
(4) times, as applicable, the prices for shares of the Common Stock immediately prior to the Reverse Stock Split. Furthermore, even if
the market price of the Common Stock does rise following the Reverse Stock Split, we cannot assure you that the market price of the Common
Stock immediately after the proposed Reverse Stock Split will be maintained for any period of time. Even if an increased per-share price
can be maintained, the Reverse Stock Split may not achieve the desired results that have been outlined above. Moreover, because some
investors may view the Reverse Stock Split negatively, we cannot assure you that the Reverse Stock Split will not adversely impact the
market price of the Common Stock.
The
market price of the Common Stock and our ability to conclude a public offering will also be based on our performance and other factors,
some of which are unrelated to the Reverse Stock Split or the number of shares outstanding. If the Reverse Stock Split is effected and
the market price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market
capitalization may be greater than would occur in the absence of a Reverse Stock Split. The total market capitalization of the Common
Stock after implementation of the Reverse Stock Split when and if implemented may also be lower than the total market capitalization
before the Reverse Stock Split. Furthermore, the liquidity of the Common Stock could be adversely affected by the reduced number of shares
that would be outstanding after the Reverse Stock Split.
While
we intend that the Reverse Stock Split will be sufficient to obtain our listing on NASDAQ or NYSE American, and facilitate an offering
of our Common Stock, it is possible that, even if a Reverse Stock Split results in a bid price for the Common Stock that exceeds the
required price per share we may not be able to continue to satisfy the other criteria for continued listing of the Common Stock on NASDAQ
or NYSE American.
Potential
Anti-takeover Effects of a Reverse Stock Split
Release
No. 34-15230 of the staff of the SEC requires disclosure and discussion of the effects of any action, including the actions discussed
herein, that may be used as an anti-takeover mechanism. The Reverse Stock Split, if effected, will result in a relative increase in the
number of authorized but unissued shares of our Common Stock vis-à-vis the outstanding shares of our Common Stock and, could,
under certain circumstances, have an anti-takeover effect, although this is not the purpose or intent of our Board of Directors. A relative
increase in the number of authorized shares of Common Stock could have other effects on our stockholders, depending upon the exact nature
and circumstances of any actual issuances of authorized but unissued shares. A relative increase in our authorized shares could potentially
deter takeovers, including takeovers that our Board has determined are not in the best interest of our stockholders, in that additional
shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control
or takeover more difficult. For example, we could issue additional shares so as to dilute the stock ownership or voting rights of persons
seeking to obtain control without our agreement. Similarly, the issuance of additional shares to certain persons allied with our management
could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of
persons seeking to cause such removal. The Reverse Stock Split therefore may have the effect of discouraging unsolicited takeover attempts.
By potentially discouraging initiation of any such unsolicited takeover attempts, the Reverse Stock Split may limit the opportunity for
our stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under
a merger proposal.
Although
the Reverse Stock Split has been prompted by business and financial considerations and not by the threat of any known or threatened hostile
takeover attempt, stockholders should be aware that the effect of the Reverse Stock Split could facilitate future attempts by AiXin to
oppose changes in control of AiXin and perpetuate our management, including transactions in which the stockholders might otherwise receive
a premium for their shares over then current market prices. We cannot provide assurances that any such transactions will be consummated
on favorable terms or at all, that they will enhance stockholder value, or that they will not adversely affect our business or the trading
price of the Common Stock.
Common
Stock
After
the effective date of the Reverse Stock Split, each shareholder will own fewer shares of our Common Stock.
Accordingly,
a Reverse Stock Split at certain ratios, despite the decrease in the authorized number of shares of our Common Stock, would result in
a significant increase in the number of authorized and unissued shares of Common Stock. Because our stockholders have no preemptive rights
to purchase or subscribe for any of our unissued Common Stock, the future issuance of additional shares of Common Stock will reduce our
current shareholders’ percentage ownership interest in the total outstanding shares of Common Stock. In the absence of a proportionate
increase in our future earnings and book value, an increase in the number of our outstanding shares of Common Stock would dilute our
projected future earnings per share, if any, and book value per share of all our outstanding shares of the Common Stock. If these factors
were reflected in the price per share of our Common Stock, the potential realizable value of a shareholder’s investment could be
adversely affected. An issuance of additional shares could therefore have an adverse effect on the potential realizable value of a shareholder’s
investment. As of the date of this filing, AiXin does not have any definitive plans, proposals or arrangements to issue any of the newly
available authorized shares for any purpose other than upon exercise of our currently outstanding options and warrants, upon conversion
of our currently outstanding convertible debt and in connection with the potential up-listing of the Common Stock to the Nasdaq or NYSE
American.
Th
Reverse Stock Split has been prompted solely by the business considerations discussed in the preceding paragraphs. Any additional shares
of Common Stock that would become available for issuance following the Reverse Stock Split could also be used by the Company’s
management to delay or prevent a change in control. The Board is not aware of any pending takeover or other transactions that would result
in a change in control of the Company, and the Reverse Stock Split was not adopted in response to any such proposals.
The
following table sets forth the approximate number of shares of the Company’s Common Stock that would be outstanding immediately
after the Reverse Stock Split at various exchange ratios, based on 49,999,891 shares of Common Stock actually outstanding as of December
27, 2022. The table does not account for fractional shares
| | |
Approximate Shares of Common Stock | |
| | |
Outstanding After Reverse Stock Split | |
| | |
Based on Current Authorized | |
| Ratio of Reverse Stock Split | |
Number of Shares | |
| | |
| |
| None | |
| 49,999,891 | |
| | |
| | |
| 1:2 | |
| 24,999,946 | |
| | |
| | |
| 1:3 | |
| 16,666,630 | |
| | |
| | |
| 1:4 | |
| 12,499.973 | |
Procedure
for Effecting Reverse Stock Split and Exchange of Stock Certificates, if Applicable
If
the Board believes that a Reverse Stock Split is in the best interests of AiXin and its shareholders, the Board will determine the ratio,
within the range approved by AiXin’s shareholders, of the Reverse Stock Split to be implemented and will publicly announce the
selected ratio for the Reverse Stock Split prior to the effectiveness of the Reverse Stock Split. AiXin will file the Amendment with
the Secretary of State of the State of Colorado at such time as the Board has determined the appropriate effective time for the Reverse
Stock Split. The Board may delay effecting the Reverse Stock Split without re-soliciting shareholder approval. The Reverse Stock Split
will become effective on the effective date set forth in the Amendment. Beginning on the effective date of the Reverse Stock Split, each
certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.
As
soon as practicable after the effective date of the Reverse Stock Split, shareholders will be notified that the Reverse Stock Split has
been effected. If you hold shares of Common Stock in a book-entry form, you will receive a transmittal letter from AiXin’s transfer
agent as soon as practicable after the effective time of the Reverse Stock Split with instructions on how to exchange your shares. After
you submit your completed transmittal letter, if you are entitled to post-split shares of our Common Stock, a transaction statement will
be sent to your address of record as soon as practicable after the effective date of the Reverse Stock Split indicating the number of
shares of Common Stock you hold.
Some
stockholders hold their shares of Common Stock in certificate form or a combination of certificate and book-entry form. We expect that
our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates, if applicable. If you
are a stockholder holding pre-split shares in certificate form, you will receive a transmittal letter from the Company’s transfer
agent as soon as practicable after the effective time of the Reverse Stock Split. The transmittal letter will be accompanied by instructions
specifying how you can exchange your certificate representing the pre-split shares of our Common Stock for a statement of your holdings.
When you submit your certificate representing the pre-split shares of our Common Stock, your post-split shares of our Common Stock will
be held electronically in book-entry form in the Direct Registration System. This means that, instead of receiving a new stock certificate,
you will receive a statement of holding that indicates the number of post-split shares you own in book-entry form. We will no longer
issue physical stock certificates unless you make a specific request for a share certificate representing your post-split ownership interest.
SHAREHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Beginning
on the effective time of the Reverse Stock Split, each certificate representing pre-split shares will be deemed for all corporate purposes
to evidence ownership of post-split shares.
Fractional
Shares
If
the reverse stock split ratio determined to be implemented by the Board, if any, will result in fractional shares, we will not issue
fractional shares. Instead we will, at the discretion of the Board, determine whether we will pay an amount in cash equal to the product
obtained by multiplying (i) the average of the closing sales price of the Corporation’s Common Stock as reported on the OTC Markets
for the ten (10) days preceding the effective date of the Articles of Amendment by (ii) the number of shares of the Corporation’s
Common Stock held by such shareholder before the combination that would otherwise have been exchanged for such fractional share interest
in lieu of such fractional shares or take other action to settle fractional shares in accordance with Section 7-106-104 of the Colorado
Business Corporation Act.
Effect
on Outstanding Stock Options and Warrants
All
outstanding options and warrants to purchase shares of our Common Stock, including any held by our officers and directors, would be adjusted
as a result of the Reverse Stock Split as well as all outstanding convertible debentures. In particular, the number of shares issuable
upon the exercise of each instrument would be reduced, and the exercise price per share or conversion price per share, if applicable,
would be increased, in accordance with the terms of each instrument and based on the ratio of the Reverse Stock Split.
Accounting
Matters
The
Reverse Stock Split will not affect the capital account on our balance sheet. However, because the par value of the Common Stock will
remain unchanged on the effective date of the Reverse Stock Split, the components that make up the capital account will change by offsetting
amounts. Depending on the size of the Reverse Stock Split the Board decides to implement, the stated capital component will be reduced
to an amount between one-half (1/2) and one-quarter (1/4) of its present amount, and the additional paid-in capital component will be
increased with the amount by which the stated capital is reduced. The per share net income or loss and net book value of the Common Stock
will be increased because there will be fewer shares of Common Stock outstanding. Prior periods’ per share amounts will be restated
to reflect the Reverse Stock Split.
Material
United States Federal Income Tax Consequences of the Reverse Stock Split
The
following discussion describes the anticipated material United States Federal income tax consequences to “U.S. holders” (as
defined below) of Company capital stock relating to the Reverse Stock Split. This discussion is based upon the Internal Revenue Code
of 1986, as amended (the “Code”), Treasury Regulations, judicial authorities, published positions of the Internal Revenue
Service (“IRS”), and other applicable authorities, all as currently in effect and all of which are subject to change or differing
interpretations (possibly with retroactive effect). The Company has not obtained a ruling from the IRS or an opinion of legal or tax
counsel with respect to the tax consequences of the Reverse Stock Split. The following discussion is for information purposes only and
is not intended as tax or legal advice. Each holder should seek advice based on the holder’s particular circumstances from an independent
tax advisor.
For
purposes of this discussion, the term “U.S. holder” means a beneficial owner of AiXin’s capital stock that is for United
States Federal income tax purposes:
| |
(i) |
an
individual citizen or resident of the United States; |
| |
(ii) |
a
corporation (or other entity treated as a corporation for U.S. Federal income tax purposes) organized under the laws of the United
States, any state, or the District of Columbia; |
| |
(iii) |
an
estate with income subject to United States Federal income tax regardless of its source; or |
| |
(iv) |
a
trust that (a) is subject to primary supervision by a United States court and for which United States persons control all substantial
decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person. |
This
discussion assumes that a U.S. holder holds AiXin capital stock as a capital asset within the meaning of Code Section 1221. This discussion
does not address all of the tax consequences that may be relevant to a particular AiXin shareholder or to AiXin shareholders that are
subject to special treatment under United States Federal income tax laws including, but not limited to, financial institutions, tax-exempt
organizations, insurance companies, regulated investment companies, real estate investment trusts, entities disregarded from their owners
for tax purposes, persons that are broker-dealers, traders in securities who elect the mark-to-market method of accounting for their
securities, or AiXin shareholders holding their shares of AiXin capital stock as part of a “straddle,” “hedge,”
“conversion transaction,” or other integrated transaction, or persons who hold their AiXin capital stock through individual
retirement or other tax-deferred accounts. This discussion also does not address the tax consequences to AiXin, or to AiXin shareholders
that own 5% or more of AiXin’s capital stock, are affiliates of AiXin, or are not U.S. holders. In addition, this discussion does
not address other United States Federal taxes (such as gift or estate taxes or alternative minimum taxes), the tax consequences of the
Reverse Stock Split under state, local, or foreign tax laws or certain tax reporting requirements that may be applicable with respect
to the Reverse Stock Split. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary
to any of the tax consequences set forth below.
If
a partnership (or other entity treated as a partnership for United States Federal income tax purposes) is an AiXin shareholder, the tax
treatment of a partner in the partnership, or any equity owner of such other entity will generally depend upon the status of the person
and the activities of the partnership or other entity treated as a partnership for United States Federal income tax purposes.
Tax
Consequences of the Reverse Stock Split Generally
A
reverse split should constitute a “recapitalization” for U.S. federal income tax purposes. As a result, a U.S. Holder generally
should not recognize gain or loss upon the reverse split, except with respect to cash received in lieu of a fractional share of our common
stock. A U.S. Holder’s aggregate tax basis in the shares of our common stock received pursuant to the reverse split should equal
the aggregate tax basis of the shares of our common stock surrendered (excluding any portion of such basis that is allocated to any fractional
share of our common stock), and such U.S. Holder’s holding period in the shares of our common stock received should include the
holding period in the shares of our common stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis
and holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the reverse split.
Holders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding
the allocation of the tax basis and holding period of such shares.
Information
Reporting and Backup Withholding. A U.S. Holder (other than corporations and certain other exempt recipients) may be subject to information
reporting and backup withholding when such holder receives cash in lieu of a fractional share of our common stock pursuant to the reverse
split. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and such holder does not provide its
taxpayer identification number in the manner required or otherwise fails to comply with applicable backup withholding tax rules. Backup
withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit
against the U.S. Holder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS.
U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures
for obtaining such an exemption.
Vote
Required to Approve Amendment of our Articles of Incorporation
Approval
of the Amendment and to authorize our Board of Directors, if in their judgment it is necessary, to effect the Reverse Stock Split requires
an affirmative vote of a majority of the Common Stock outstanding and entitled to vote as of the record date. We have received the required
vote by the Written Consent of our Majority Shareholder.
No
Dissenter’s Appraisal Rights
Shareholders
are not entitled to dissenter’s appraisal rights under the CBCA with respect to the Reverse Stock Split or the Amendment.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
As
disclosed under the section entitled “General Information - Action by Written Consent,” the Board and the Majority Shareholder
of the Company approved the Amendment. None of the persons who have served as our officers or directors since the beginning of the Company’s
last fiscal year, or any associates of such persons, have any substantial interest, direct or indirect, in any matter described in this
Information Statement, other than the interests held by such persons through their respective beneficial ownership of the shares of the
Company’s capital stock set forth below in the section entitled “Security Ownership of Certain Beneficial Owners and Management.”
OUTSTANDING
VOTING STOCK
As
of the Record Date related to the Written Consent, the Company had 49,999,891 shares of Common Stock issued and outstanding, and no Preferred
Stock issued and outstanding. Each share of outstanding Common Stock is entitled to one vote on matters submitted for Shareholder approval.
On
December 27, 2022, the Majority Shareholder, the record owner of 29,069,353 shares of Common Stock, representing approximately
58 % of the outstanding shares of Common Stock, executed and delivered to the Company the Written Consent approving the Amendment. Since
the Amendment has been approved by the Majority Shareholder, no proxies are being solicited with this Information Statement.
The
CBCA provides in substance that unless the Company’s Articles of Incorporation provides otherwise, shareholders may take action
without a meeting of shareholders and without prior notice if a consent or consents in writing, approving the Amendment is signed by
the holders of outstanding stock having not less than the minimum number of votes that would be necessary to take such action at a meeting
at which all shares entitled to vote thereon were present.