AiXin Life International, Inc.

The term of our lease with respect to our hotel located in Bandzhuyuan Town, Xindu District, Chengdu City, commenced February 29, 2024 and expires April 15, 2034. The lease grants us the right to occupy various areas within the hotel, covering approximately 18,000 square meters, including the first-floor lobby, external shops (subject to the rights of the current occupants), second to fourth floors, fifth to eighteenth floors (inclusive of meeting rooms and part of the dining rooms), underground and ground-level parking lots, and all hotel facilities and equipment.

• Our ability to adequately protect our trade names and trademarks could have an impact on our brand images and ability to penetrate new markets.
• Unfavourable publicity about us or consumer perception of our products, , including the nutritional supplements we distribute, the ingredients they contain and any similar products distributed by other companies could cause fluctuations in our operating results and could have a material adverse effect on our reputation, the demand for our products and our ability to generate revenues and the market price of our common stock.
• We may be subject to health or advertising claims related to our customers.
• We rely on third parties to provide us with nutritional supplements, fulfillment, customer service and Internet and networking services, the loss of any of which could cause our revenue, earnings or reputation to suffer.
• We depend on the services of key executives and other skilled professionals and our ability to attract, train and retain highly qualified associates. Any failure to attract or retain such individuals could affect our business strategy and adversely impact our performance and results of operations.
• Compliance with new and existing laws and governmental regulations could increase our costs significantly and adversely affect our results of operations.
• We depend upon a limited number of suppliers for certain raw materials and any disruption to our timely receipt of raw materials and inventory could adversely impact sales and operations or increase our transportation costs, which would decrease our profits.
• Natural disasters (whether or not caused by climate change), unusually adverse weather conditions, pandemic outbreaks and terrorist acts in China and the response of the Chinese governments to such occurrences, could impair our ability to purchase, receive or replenish inventory or raw materials or cause customer traffic to decline, all of which could result in lost sales and otherwise adversely affect our financial performance.
• We rely on third parties for the vast majority of our computing, storage, and other services related to our business. Any disruption of or interference with our use of the services of these third parties would negatively affect our operations and could seriously harm our business.
• As we increase the amount of personal and user data we store and process, we may become subject to complex and evolving laws, regulations, executive actions, rules, contractual obligations, policies, and other obligations regarding privacy, data protection, content, and other matters. Many of these obligations are subject to change and uncertain interpretations.
• Cyber attacks could have a disruptive effect on our business.
• Our business and our ability to raise capital may be materially adversely affected by global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, the conflict in Iran and the disruption in the oil markets, and other recent actions undertaken by the United States, such as the imposition of tariffs and the response of China and other nations thereto.
• We may be impacted by our ability to attract, develop and retain qualified associates and manage labor-related costs.
• Our insurance may not be sufficient.
• Our business depends on the continued contributions made by Mr. Quanzhong Lin, our key executive officer. The loss of his services may result in a severe impediment to our business.
• Should Mr. Lin fail to obtain conclusive written evidence from the local authorities stating that the criminal investigation against him has been terminated, he may be forced to resign from his positions in the Company.
• Our key executive does not devote his full business time to our operations.
• Our principal shareholder is not familiar with American business practices.
• We may be adversely impacted by certain compliance or legal matters.
• Failure to make adequate contributions to various employee benefits plans as required by PRC regulations may subject us to penalties.
• Our common stock may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of our common stock or the threat of their being delisted, may materially and adversely affect the value of your investment.
• A joint statement by the SEC and the Public Company Accounting Oversight Board (United States), or the “PCAOB,” the newly enacted “Holding Foreign Companies Accountable Act” and the “Accelerating Holding Foreign Companies Accountable Act” all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to the market for our common stock.
• There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC.
• We could be subject to conflicting demands placed upon us by regulatory authorities in the United States and the PRC which could result in disciplinary actions if not resolved.
• We are exposed to liabilities relating to environmental protection and safety laws and regulations.
• We require additional financing and our operations could be curtailed if we are unable to obtain required additional financing when needed.
• General Risks Associated with Business Operations in China
• The PRC government has significant oversight and discretion over the conduct of a PRC company’s business operations or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, and may intervene with or influence our operations, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or become worthless, as the government deems appropriate to further regulatory, political and societal goals.
• The CSRC has released draft rules for China-based companies seeking to conduct initial public offerings in foreign markets. The Chinese government may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our common stock to investors and could cause the value of our common stock to significantly decline or become worthless.
• The CSRC has released the Trial Measures requiring Chinese domestic companies to complete filings with the CSRC if they complete an overseas offering and listing of their securities.
• The CSRC has released Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises which may limit the activities of or disclosures made by companies in the PRC which, directly or indirectly, list their securities overseas.
• You may have difficulty in effecting service of legal process or bringing actions in China against us or our management based on foreign laws.
• You may have difficulty in enforcing foreign judgements in China against us or our management.
• Foreign exchange fluctuations may affect our business.
• Inflation could pose a risk to our business.
• Changes in the policies, regulations, rules and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significant impact upon the business we may be able to conduct in the PRC and the profitability of such business.
• There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.
• PRC regulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult for us to pursue growth through acquisitions.
• Our business may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection.
• PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC Subsidiaries to liability or penalties, limit our ability to inject capital into our PRC Subsidiaries or limit our PRC Subsidiaries’ ability to increase their registered capital or distribute profits.
• We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.
• Restrictions on currency exchange may limit our ability to utilize our PRC revenue effectively.
• Fluctuations in foreign exchange rates will impact our reported results.
• The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC.
• Introduction of new laws or changes to existing laws by the PRC government may adversely affect our business.
• Risks Relating to Our Holding Company Structure
• Substantial uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.
• We may rely on dividends and other distributions on equity paid by our PRC Subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC Subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
• PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans or additional capital contributions to our PRC Subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
• Risks Related to our Common Stock
• There is a limited public market for our common stock and you may not be able to resell our shares at or above the price you paid or at all.
• The market price of our shares is likely to be highly volatile, which could result in substantial losses to investors.
• Military or other conflicts in Ukraine, the Middle East, Iran or elsewhere and increased geopolitical tensions may lead to increased volume and price volatility for publicly traded securities which could adversely impact the price of our common stock.
• The sale or availability for sale of substantial amounts of our common stock could adversely affect its market price.
• If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our common stock, the market price for our common stock and trading volume could decline.
• Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our common stock for return on your investment.
• Our CEO has substantial influence over our company. His interests may not be aligned with the interests of our other shareholders, and he could prevent or cause a change of control or other transactions.