AiXin Life International (AIXN) 8-K/A Financial Statements and Exhibits

Exhibit 99.3

AIXIN LIFE INTERNATIONAL, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF MARCH 31, 2021

	AIXIN LIFE INTERNATIONAL, INC.			AIXINTANG PHARMACIES			AIXIN SHANGYAN HOTEL			Pro forma Adjustments				Pro forma Combined
ASSETS
Current Assets
Cash and cash equivalents	$	7,638,444		$	79,178		$	7,404			(6,837,105	)	{b}	$	887,921
Accounts receivable, net		-			21,768			24,521							46,289
Accounts receivable,related party		-			-			60,015							60,015
Other receivables and prepaid expense		35,090			84,100			131,743							250,933
Advance to suppliers		157,338			1,857			-							159,195
Prepaid taxes		-			-			2,156							2,156
Inventory		147,074			107,980			206,777							461,831
Total Current Assets		7,977,946			294,883			432,616			(6,837,105	)			1,868,340
Non-Current Assets
Property and equipment, net		60,393			6,523			312,813							379,729
Intangible assets, net		-			-			3,807							3,807
Security deposits		-			-			91,578							91,578
Operating lease right-of-use assets		59,289			227,685			1,846,931							2,133,905
Total Non-Current Assets		119,682			234,208			2,255,129			—				2,609,019
Total Assets	$	8,097,628		$	529,091		$	2,687,745		$	(6,837,105	)		$	4,477,359
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		38,964			72,442			231,695			(304,137	)	{a}		38,964
Unearned revenue		2,746			-			285,577			(285,577	)	{a}		2,746
Taxes payable		209,829			-			-							209,829
Accrued expenses and other payables		510,811			82,917			272,161			(355,078	)	{a}		510,811
Loan from third parties								455,562			(455,562	)	{a}		-
Operating lease liabilities - current		35,019			84,787			631,982							751,788
Advance from related parties		101,929			1,271,115			1,356,649			(2,627,764	)	{a}		101,929
Total Current Liabilities		899,298			1,511,261			3,233,626			(4,028,118	)			1,616,067
Non-Current Liabilities
Operating lease liabilities - noncurrent		24,270			142,898			1,214,949							1,382,117
Total Non-Current Liabilities		24,270			142,898			1,214,949			-				1,382,117
Total Liabilities		923,568			1,654,159			4,448,575			(4,028,118	)			2,998,184
Stockholders’ Equity
Common stock		500			-			-							500
Additional paid in capital		11,208,650			249,399			152,207			(2,808,987	)	{a} {b}		8,801,269
Statutory reserve		151,988			-			-							151,988
Accumulated deficit		(4,743,009	)		(1,336,096	)		(1,849,812	)						(7,928,917	)
Accumulated other comprehensive income (loss)		555,931			(38,371	)		(63,225	)						454,335
Total Stockholders’ Equity		7,174,060			(1,125,068	)		(1,760,830	)		(2,808,987	)			1,479,175
Total Liabilities and Stockholders’ Equity	$	8,097,628		$	529,091		$	2,687,745		$	(6,837,105	)		$	4,477,359

See accompanying notes to pro forma combined financial statements

F-1

AIXIN LIFE INTERNATIONAL, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2021

	AIXIN LIFE INTERNATIONAL, INC.			AIXINTANG PHARMACIES			AIXIN SHANGYAN HOTEL			Pro forma Adjustments		Pro forma Combined
Revenue
Products	$	203,294		$	-		$	-				$	203,294
Advertising		494,864			-			-					494,864
Pharmacy revenue		-			144,703			-					144,703
Hotel revenue		-			-			352,247					352,247
Total revenues, net		698,158			144,703			352,247			-		1,195,108
Operating costs and expenses:
Cost of goods sold		135,659			103,305			-					238,964
Hotel operating costs		-			-			518,505					518,505
Selling expenses		53,194			142,417			71,585					267,196
General and administrative expenses		194,250			43,669			82,200					320,119
Stock-based compensation		92,885			-			-					92,885
Total operating costs and expenses		475,988			289,391			672,290			-		1,437,669
Income (loss) from operations		222,170			(144,688	)		(320,043	)		—		(242,561	)
Non-operating income (expenses)
Interest income		1,218			50			8					1,276
Other income		160			1,165			21,782					23,107
Other expenses		(1,846	)		-								(1,846	)
Total non-operating income (expenses), net		(468	)		1,215			21,790					22,537
Income (loss) before income tax		221,702			(143,473	)		(298,253	)				(220,024	)
Income tax expense		-			-								-
Net income (loss)	$	221,702		$	(143,473	)	$	(298,253	)			$	(220,024	)
Other comprehensive items
Foreign currency translation (loss)		(32,609	)		5,575			9,212					(17,822	)
Comprehensive income (loss)	$	189,093		$	(137,898	)	$	(289,041	)			$	(237,846	)
Earnings per share	$	0.00		$	-		$	-				$	(0.00	)
Weighted average shares outstanding		49,999,891			-			-			-		49,999,891

See accompanying notes to pro forma combined financial statements

F-2

AIXIN LIFE INTERNATIONAL, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2020

	AIXIN LIFE INTERNATIONAL, INC.			AIXINTANG PHARMACIES			AIXIN SHANGYAN HOTEL			Pro forma Adjustments	Pro forma Combined
Revenue
Products	$	580,712		$	-		$	-			$	580,712
Advertising		1,870,343			-			-				1,870,343
Pharmacy revenue		-			1,264,427			-				1,264,427
Hotel revenue								1,074,151				1,074,151
Total revenues, net		2,451,055			1,264,427			1,074,151				4,789,633
Operating costs and expenses:
Cost of goods sold		224,675			933,081			-				1,157,756
Hotel operating costs		-			-			1,537,307				1,537,307
Selling expenses		244,200			435,348			116,564				796,112
General and administrative expenses		802,556			84,359			164,466				1,051,381
Provision for bad debts		13,624			-			22,227				35,851
Stock-based compensation		371,540			-							371,540
Total operating costs and expenses		1,656,595			1,452,788			1,840,564				4,949,947
Income (loss) from operations		794,460			(188,361	)		(766,413	)			(160,314	)
Non-operating income (expenses)
Interest income		537,580			120			31				537,731
Interest expense		-			(8	)		-				(8	)
Other income		28,924			5,518			82,398				116,840
Other expenses		(3,326	)		(2,658	)		(5,121	)			(11,105	)
Total non-operating income, net		563,178			2,972			77,308				643,458
Income (loss) before income tax		1,357,638			(185,389	)		(689,105	)			483,144
Income tax expense		340,127			28			-				340,155
Net income (loss)	$	1,017,511		$	(185,417	)	$	(689,105	)		$	142,989
Other comprehensive items
Foreign currency translation (loss)		437,059			(62,354	)		(86,642	)			288,063
Comprehensive income (loss)	$	1,454,570		$	(247,771	)	$	(775,747	)		$	431,052
Earnings per share	$	0.02		$	-		$	-			$	0.00
Weighted average shares outstanding		65,609,450			-			-				65,609,450

See accompanying notes to pro forma combined financial statements

F-3 

AIXIN LIFE INTERNATIONAL, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1 - INTRODUCTION

On May 25, 2021, HK Aixin International Group Co., Limited (“HK Aixin”), a wholly owned subsidiary of Aixin Life International, Inc (“Aixin Life”) entered into an Equity Transfer Agreement (the “Transfer Agreement”) with Chengdu Aixintang Pharmacy Co., Ltd. and certain affiliated entities, each of which operates a pharmacy (“Aixintang Pharmacies”) and its three shareholders, Quanzhong Lin, major shareholder, the Chairman and President of Aixin Life, Ting Li and Xiao Ling Li (“Transferor”). Mr. Lin owns in excess of 95% of the outstanding equity the Aixintang Pharmacies. The remaining equity interest is owned by Ting Li and Xiao Ling Li.

Pursuant to the Transfer Agreement, HK Aixin agreed to purchase all of the outstanding equity of Aixintang Pharmacies for an aggregate purchase price of RMB 34,635,845, or approximately US$5,308,257 (“Transfer Price”). The Transfer Price will be reduced by an amount equal to any amounts paid or distributed by any of the Aixintang Pharmacies to the Transferor after December 31, 2020 and increased by an amount contributed to any of the Aixintang Pharmacies by the Transferor after such date. The Transfer Price, as adjusted in accordance with this Section, is referred to as the “Adjusted Transfer Price.”

On May 25, 2021, Aixin Life International, Inc (“Aixin Life” or the “Company”) entered into an Equity Transfer Agreement with Chengdu Aixin Shangyan Hotel Management Co., Ltd (“Aixin Shangyan Hotel”), and its two shareholders Quanzhong Lin and Yirong Shen (“Transferor”) (of which, Quanzhong Lin, is also the Chairman and President and major shareholder of Aixin Life). Pursuant to the Agreement (the “Hotel Purchase Agreement”), Aixin Life agreed to purchase 100% ownership of Aixin Shangyan Hotel from Mr. Lin and Ms. Shen. Eighty percent of the equity of Aixin Shangyan Hotel is owned by Mr. Lin. The balance is owned by Ms. Shen. Under the terms of the Hotel Purchase Agreement, Aixin Life agreed to purchase all of the outstanding equity of Aixin Shangyan Hotel for a purchase price of RMB 7,598,887, or approximately $1,164,598, (“Transfer Price”). The Transfer Price will be reduced by an amount equal to any amounts paid or distributed by Aixin Shangyan Hotel to the Transferor after December 31, 2020 and will be increased by an amount equal to any amounts contributed to Aixin Shangyan Hotel by the Transferor after December 31, 2020. The Transfer Price, as adjusted in accordance with this Section, is referred to as the “Adjusted Transfer Price.”

NOTE 2 - BASIS OF PRESENTATION

The unaudited pro forma condensed combined balance sheet as of March 31, 2021 combines the historical balance sheets of Aixin Life, Aixintang Pharmacies, and Aixin Shangyan Hotel as if the Transactions had occurred on March 31, 2021. The unaudited pro forma combined statements of operations and comprehensive income for the three months ended March 31, 2021 and for the year ended December 31, 2020 combine the historical consolidated statements of operations and comprehensive income (loss) of Aixin Life, Aixintang Pharmacies, and Aixin Shangyan Hotel, and have been prepared as if the Transactions had closed on January 1, 2020. The unaudited pro forma condensed combined financial statements have also been adjusted to give effect to pro forma events that are directly attributable to the Transactions, factually supportable and expected to have a continuing impact on the combined results.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Aixin Life, Aixintang Pharmacies, and Aixin Shangyan Hotel are under common control and ownership.

The preliminary unaudited pro forma information is presented solely for informational purposes and is not necessarily indicative of the consolidated results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company.

NOTE 3 – PRO FORMA ADJUSTMENTS

The following adjustments were made in the preparation of the unaudited pro forma condensed consolidated combined balance sheet and unaudited pro forma condensed consolidated combined statements of income and comprehensive income:

{a} Pursuant to the Transfer Agreement and Hotel Purchase Agreement, the actual or potential creditor’s rights and debts of Aixintang Pharmacies and Aixin Shangyan Hotel prior to the date of equity transfer shall be owned and undertaken by the Transferor. After the transfer, the Transferor shall independently assume the liability for litigations or losses of Aixintang Pharmacies and Aixin Shangyan Hotel caused by the actual or potential debts prior to the date of equity transfer.

{b} Represents the proceeds made by Aixin Life based on the Adjusted Transfer Price. The Adjusted Transfer Price is based on the Transfer Price of $5,308,257, increased by $122,567 contributed to Aixintang Pharmacies by Mr. Lin during the three months ended March 31, 2021, and the Transfer Price of $1,164,598, increased by $241,683 contributed to Aixin Shangyan Hotel by Mr. Lin during the three months ended March 31, 2021.

F-4