AIXN AiXin Life International Inc (QB)

Item 1.01 Entry into a Material Definitive Agreement.

On May 25, 2021, Aixin Life International, Inc. (“we”, “us” or the “Company”), entered into an Equity Transfer Agreement with Quanzhong Lin, the Chairman and President of our Company and the holder of a majority of the shares of our outstanding common stock, and Ms. Yirong Shen. Pursuant to the Agreement (the “Hotel Purchase Agreement”), we have agreed to purchase Chengdu Aixin Shangyan Hotel Management Co., Ltd. (“Shangyan Hotel Company”) from Mr. Lin and Ms. Shen. Consummation of the acquisition is subject to the satisfaction or waiver of certain conditions, including the approval of the independent members of our Board of Directors. The approval of our independent directors was obtained at a Board Meeting held on May 28, 2021.

Under the terms of the Hotel Purchase Agreement, we have agreed to purchase all of the outstanding equity of Shangyan Hotel Company for a purchase price of RMB 7,598,887 or US$1,164,598 based on an exchange rate of RMB/ US$ 6.5249 yuan per dollar on December 31, 2020. Eighty percent of the equity of Shangyan Hotel Company is owned by Mr. Lin. The balance is owned by Ms. Shen.

We received an appraisal from Zhengyuanzin Real Estate Land and Assets Appraisal Co., Ltd. which valued the Shangyang Hotel Company at an amount equal to the purchase price as of the end of November 2020. The purchase price will be reduced by an amount equal to any amounts paid or distributed by Shangyan Hotel Company to Mr. Lin or Ms. Shen after December 31, 2020 and increased by an amount equal to any monies they contributed to Shangyan Hotel Company after such date.

Shangyan Hotel Company owns and operates a hotel located in the Jinniu District, Chengdu City. The hotel covers more than 8,000 square meters and has a large restaurant that can accommodate 600 people, 6 luxury dining rooms, a 200 square meter music tea house, 13 private tea rooms, 108 guest rooms and other supporting facilities. The hotel is conveniently located, connected to the express ring line of Chengdu and the Chendgdu bus system, within a 30-minute drive to Shuangliu International Airport. The hotel is equipped with all modern facilities, including central air conditioning and each guest room features luxury bedding, high-speed internet, a safe for valuables and minibar. To accommodate businesses, the banquet hall is equipped with advanced audio-visual equipment and dedicated high-speed wireless Internet to facilitate large group presentations. The staff includes a professional banquet team to ensure the success of any private function or business gathering. A full range of catering services, including Chinese-style boutique Sichuan cuisine are provided in a stylish environment. During 2020 the Hotel was closed for approximately 6 months due to Covid restrictions and revenues decreased to approximately $1,074,151 as compared to revenues of $1,711,855 in 2019.

The Purchase Agreement contains customary representations, warranties, and covenants of the parties and post-closing indemnities. The representations and warranties set forth in the Agreement generally survive for 18 months following the closing.

The Company expects the closing of the Acquisition to occur no later than July 1, 2021.

A copy of the Purchase Agreement is attached as an Exhibit to this report on Form 8-K. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement.