AiXin Life International, Inc 8-K/A, filed Oct 27, 2022
AiXin Life International, Inc. (AIXN)
About this 8-K/A
AiXin Life International, Inc filed this 8-K/A on October 27, 2022, reporting on events of July 19, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| 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 1.01 Entry into a Material Definitive Agreement.
Pursuant to 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”) we, Aixin Life International, Inc., waived certain conditions to closing and assumed operational control of Yunnan Runcansheng Technology Company Limited (“Yunnan Runcansheng”). Subsequent thereto, we and the Sellers agreed that the aggregate price to be paid for our acquisition of 100% of the shares of Yunnan Runcangsheng was to be reduced from RMB 45,082,600 to RMB 31,557,820 (approx. US$4,554,000). This was confirmed by our entry into a second Supplementary Agreement to the Equity Transfer Agreement (“Supplement 2”) with the Sellers, a copy of which is annexed hereto as Exhibit 10.1.
In the first Supplementary Agreement all parties agreed that the remaining balance of the purchase price, now as adjusted, 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, at which time we will pay to the Sellers the RMB 26,707,820 (approx. US$3,750,000,000) remaining to be paid pursuant to the Equity Transfer Agreement.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Supplementary Agreement 2 to Equity Transfer Agreement among the Company, Yunnan Sheng Shengyan Technology Co., Ltd. And Chen Yun. | |
| 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 26, 2022 | By: | /s/ Quanzhong Lin |
| Quanzhong Lin | ||
| Chief Executive Officer | ||
Exhibit 10.1
