{"url_path":"/sec/aixn/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 **","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/835662/0001493152-26-023606-index.html","accession_number":"0001493152-26-023606","cik":"0000835662","ticker":"AIXN","issuer_name":"AiXin Life International, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/835662/0001493152-26-023606-index.html","primary_entity_key":"0000835662","primary_entity_name":"AiXin Life International, Inc."},"word_count":3552,"has_tables":true,"body_markdown":"**Item\n10**\n**Directors\nAnd Executive Officers And Corporate Governance.**\n\n \n\nThe\nfollowing table sets forth the names and ages of all directors and executive officers as of the end of the last fiscal year and on the\ndate of this report:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nQuanzhong\nLin\n \n46\n \nDirector,\nChairman, President and Chief Executive Officer\n\nXinliang\nLi a/k/a Christopher Lee (1) (2) (3)\n \n53\n \nDirector\n\nHuiliang\nJiao (1) (2) (3)\n \n50\n \nDirector\n\nQiyu\nJiang\n \n40\n \nDirector\n\nXiaowen\nZheng (4)\n \n39\n \nChief\nFinancial Officer\n\n \n\n(1)\nMember\nof the Audit Committee\n\n(2)\nMember\nof the Compensation Committee\n\n(3)\n\nMember\nof the Nominating and Corporate Governance Committee\n\nXiaowen\nZheng was appointed to the position of Chief Financial Officer January 7, 2025. Tiangfeng Li served as our Chief Financial Officer\nfrom December 1, 2022, until January 5, 2025.\n\n \n\n**Quanzhong\nLin** has served as a director, Chairman, President and Chief Executive Officer of our Company since February 2, 2017. Mr. Lin is a\nhighly active entrepreneur in China, and currently serves as Chairman of AiXin Company Group, a diversified company which he founded\nin 2008. In addition to AiXin Company Group, Mr. Lin has founded a number of companies located in Chengdu City, Sichuan Province, China,\nengaged in various types of business, including pharmacies, retail outlets, hotel management services and global tourism.\n\n \n\nIn\n2009, Mr. Lin founded QingBaiJiangJinWanXiang Daily Necessities store, predecessor to AiXinZhonghong Biotechnology Co., Ltd. From 2010\nto 2013, Mr. Lin opened branches in Xindu and Xinjin district, officially entering the Chengdu market.\n\n \n\nIn\nSeptember 2013, Mr. Lin founded Chengdu AiXin E-Commerce Company Ltd., which in the following twelve months opened branches in cities\nand counties including Huayuan and Wenjiang district, and Mianyang and Jianyang city. In April 2015, AiXin E-commerce Co., Ltd. changed\nits name to Chengdu AiXinZhonghong Biotechnology Co., Ltd., whose shares became listed on the Shanghai Stock Exchange (Ticker Symbol:\n207448) in October 2015; and during 2015, AiXinZhonghong opened branches in Dujiangyan City, and Chongzhou City.\n\n \n\nIn\n2023 a number of individuals accused Mr. Lin, acting through Sichuan Aixin Investment Co., Ltd. and Chengdu Aixin E-commerce Co., Ltd.,\nentities controlled by Mr. Lin of raising funds illegally. At the urging of the claimants, the Chengdu Public Security Bureau Jinjiang\nDistrict Branch initiated a criminal investigation into the matter and charges were lodged against Mr. Lin and Chengdu Aixin Zhonghong\nBiological Technology Co., Ltd. In 2024 Mr. Lin entered into a settlement agreement with the claimants. Chengdu Public Security Bureau\nJinjiang District Branch has determined to withdraw the actions and relevant withdrawal procedures are in process. For additional, details\nregarding these proceedings see the description under “Legal Proceedings” above.\n\n \n\n**Xinliang\nLi a/k/a Christopher Lee** was appointed as a Member of the Board of Directors of the Company on February 5, 2021. Mr. Lee has served\nas Chief Financial Officer of Semileds Corporation since September 2015. Mr. Lee joined Semileds Corporation in September 2014 and from\nNovember 2014 until his appointment as Chief Financial Officer, Mr. Lee was the interim Chief Financial Officer of Semileds Corporation.\nSemileds develops, manufactures and sells high performance light emitting diodes and is currently listed on The Nasdaq Stock Market.\nMr. Lee has over 20 years of experience in accounting and finance, including US GAAP, PCAOB standards and SEC rules and regulations.\nMr. Lee was a partner of KEDP CPA Group from August 2009 to June 2011 and a self-employed accountant from July 2011 to August 2014. Mr.\nLee holds a BS degree in accounting from Ohio State University and a MS degree in business taxation from Golden Gate University and is\nlicensed as a Certified Public Accountant (CPA) in the United States.\n\n \n\n45\n\n \n\n \n\n**Huiliang\nJiao** was elected to the Board of Directors of our Company on December 1, 2022. Mr. Jiao received his degree from China Pharmaceutical\nUniversity in 1997 where he majored in Pharmacy. Mr. Jiao joined Yunnan Runcangsheng Technology Co., Ltd. in April 2020, most recently\nserving as Chief Executive Officer. Mr. Jiao served as the general manager of Yunnan Shengshengyuan Technology Co., Ltd. from June 2016\nuntil he joined Runcangsheng. From January 2007 until May 2016, Mr. Jiao was the general manager of Yunnan Shengcaofeng Biotechnology\nCo., Ltd. Throughout his career Mr. Jiao has been involved in the research and development of new products intended to improve individuals’\nhealth and well-being, with an emphasis on functional products comprised of natural plants, foods and supplements intended to address\nobesity and other chronic conditions. He was named as an inventor on more than forty patents relating to the composition and manufacture\nof health foods. In addition to the development of health foods, Mr. Jiao has participated in the design and maintenance of production\nsystems intended to meet the latest manufacturing standards.\n\n \n\n**Qiyu\nJiang** was appointed to our Board of Directors April 15, 2026. Mr. Jiang graduated from the INSEEC Paris School of Business in March\n2015. Mr. Jiang became a Chartered Financial Analyst Level I Candidate in June 2024 and received a Legal Professional Qualification Certificate\nin August 2021. From October 2017 to March 2022, Mr. Jiang served as an Executive Director of Jiujiang Gongqingcheng Dishi Investment\nManagement Co., Ltd., where he was responsible for providing legal opinions for product issuances and filings on behalf of private fund\nmanagement clients and participated in equity investment project negotiations. Mr. Jiang established himself as an independent professional\noptions trader in May 2022 and continues to engage in options trading. Mr. Jiang is fluent in Mandarin, French and English\n\n \n\n**Xiaowen\nZheng**, was appointed to the position of Chief Financial Officer of our Company effective January 7, 2025. Mr. Zheng also serves as\nChief Financial Officer of our subsidiaries. Mr. Zheng is an accomplished financial executive with extensive experience in accounting,\ntaxation, and financial management across various industries. Mr. Zheng served as Financial Manager of Chengdu Aixin Zhonghong Biological\nTechnology Co., Ltd., a subsidiary of the Company, since March 2023. From January 2022 to February 2023, Mr. Zheng served as the Financial\nDirector for Sichuan Minghoutian Information Technology Co., Ltd., an information technology company, where he led the company’s\nfinancial operations, including internal management, accounting, taxation, and securing external financing. From November 2017 to December\n2021, Mr. Zheng held the position of Financial Manager at Sichuan Huianrong Information Technology Co., Ltd., a technology company, overseeing\nthe financial department’s operations and advancing the company’s enterprise restructuring initiatives to prepare the organization\nfor scalability. From May 2009 to November 2017, Mr. Zheng gained his expertise in accounting and tax compliance through roles as an\naccountant at Sichuan Jinguang Chemicals Co., Ltd. and Hutchison (China) Trading Co., Ltd., and as an Accounting Supervisor at Sichuan\nCreativity Information Technology Co., Ltd., where he specialized in audits, tax management, and financial analysis, streamlining reporting\nprocesses and ensuring compliance. Mr. Zheng holds a Bachelor of Science degree in Accounting from Panzhihua University. Mr. Zheng, 39\nyears old, is a Certified Tax Agent, Senior Management Accountant, and holds certifications in securities, all accredited by organizations\nin China.\n\n \n\nThere\nare no family relationships among any of our officers and directors.\n\n \n\nDirectors\nhold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Officers are\nelected by the board of directors and hold office until the earliest of their death, resignation or removal from office.\n\n \n\n**Independence**\n\n \n\nOur\nboard of directors has determined that each of Christopher Lee, Qiyu Jiang and Huiliang Jiao satisfies the definition of “independent\ndirector” in accordance with Rule 5605(a)(2) of the Marketplace Rules of The Nasdaq Stock Market, Inc. and Section 10(A)(m)(3)\nof the Securities Exchange Act of 1934, as amended.\n\n \n\n**Board\nCommittees**\n\n \n\nOur\nboard of directors has established standing committees in connection with the discharge of its responsibilities. These committees\ninclude an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our board of directors has\nadopted written charters for each of these committees. Copies of the charters are available on our website. Our board of directors\nmay establish other committees as it deems necessary or appropriate from time to time.\n\n \n\n**Audit\nCommittee.** Our Audit Committee consists of Messrs. Lee, Jiao and Jiang, each of whom is independent. The Audit Committee assists\nthe Board of Directors oversight of (i) the integrity of financial statements, (ii) our compliance with legal and regulatory requirements,\n(iii) the independent auditor’s qualifications and independence, and (iv) the performance of our internal audit function and independent\nauditor and prepares the report that the SEC requires to be included in our annual proxy statement. The Audit Committee operates under\na written charter. Mr. Lee is the Chairman of our Audit Committee.\n\n \n\n46\n\n \n\n \n\nThe\nBoard of Directors determined that Mr. Lee possesses accounting or related financial management experience that qualifies him as financially\nsophisticated within the meaning of Rule 4350(d)(2)(A) of the Nasdaq Marketplace Rules and that he is an “audit committee financial\nexpert” as defined by the rules and regulations of the SEC.\n\n \n\nAccording\nto its charter, the Audit Committee shall consist of at least three members, each of whom shall be a non-employee director who has been\ndetermined by the Board to meet the independence requirements of Nasdaq, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions\nprovided in Rule 10A-3(c). We do not have a website containing a copy of the Audit Committee Charter. The Audit Committee Charter describes\nthe primary functions of the Audit Committee, including the following:\n\n \n\n \n●\nOversee\nthe Company’s accounting and financial reporting processes;\n\n \n \n \n\n \n●\nOversee\naudits of the Company’s financial statements;\n\n \n \n \n\n \n●\nDiscuss\npolicies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and\nthe steps management has taken to monitor and control such exposures;\n\n \n \n \n\n \n●\nReview\nand discuss with management the Company’s audited financial statements and review with management and the Company’s independent\nregistered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing\nsuch financial statements.\n\n \n \n \n\n \n●\nRecommend\nto the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal\nyear;\n\n \n \n \n\n \n●\nMeet\nseparately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal\naudit function) and with the Company’s independent registered public accounting firm;\n\n \n \n \n\n \n●\nBe\ndirectly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public\naccounting firm engaged to prepare or issue an audit report for the Company;\n\n \n \n \n\n \n●\nTake,\nor recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered\npublic accounting firm; and\n\n \n \n \n\n \n●\nReview\nmajor changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent\nregistered public accounting firm, internal auditors or management.\n\n \n\n**Nominating\nand Corporate Governance Committee**\n\n \n\nThe\npurpose of the Nominating and Corporate Governance Committee is to assist the Board of Directors in identifying qualified individuals\nto become members of our Board of Directors, in determining the composition of the Board of Directors and in monitoring the process to\nassess Board effectiveness. Each of Messrs. Lee, Jiao and Jiang are members of the Nominating and Corporate Governance Committee. Mr.\nserves as Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee operates under\na written charter.\n\n \n\n \n●\nOur\nNominating and Corporate Governance Committee has, among the others, the following authority and responsibilities:\n\n \n \n \n\n \n●\nTo\ndetermine and recommend to the Board, the criteria to be considered in selecting nominees for the director;\n\n \n \n \n\n \n●\nTo\nidentify and screen candidate consistent with such criteria and consider any candidates recommended by our stockholders pursuant\nto the procedures described in our proxy statement or in accordance with applicable laws, rules and regulations and provisions of\nour charter documents.\n\n \n \n \n\n \n●\nTo\nselect and approve the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders.\n\n \n\n47\n\n \n\n \n\n**Compensation\nCommittee**\n\n \n\nThe\nCompensation Committee is responsible for overseeing and, as appropriate, making recommendations to the Board of Directors regarding\nthe annual salaries and other compensation of our executive officers and general employees and other policies, and for providing assistance\nand recommendations with respect to our compensation policies and practices. Each of Messrs. Lee, Jiao and Jiang are members of the Compensation\nCommittee. The Compensation Committee operates under a written charter. Mr. Jiao is the Chairman of Compensation Committee.\n\n \n\nOur\nCompensation Committee has, among the others, the following responsibilities and authority.\n\n \n\n \n●\nThe\ncompensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other\nadviser.\n\n \n \n \n\n \n●\nThe\ncompensation committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation\nconsultant, legal counsel and other adviser retained by the compensation committee or said group.\n\n \n \n \n\n \n●\nThe\nCompany must provide for appropriate funding, as determined by the compensation committee, for payment of reasonable compensation\nto a compensation consultant, legal counsel or any other adviser retained by the compensation committee or said group.\n\n \n\n \n●\nThe\ncompensation committee select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation\ncommittee or said group, other than in-house legal counsel, only after conducting an independence assessment with respect to the\nadviser as provided for in the Exchange Act.\n\n \n\n**Board\nMeetings; Leadership Structure and Risk Oversight**\n\n \n\nMr.\nQuanzhong Lin holds the positions of chief executive officer and chairman of the board of the Company. The board believes that Mr. Lin’s\nservices as both chief executive officer and chairman of the board is in the best interest of the Company and its shareholders. Mr. Lin\nis a well-recognized successful entrepreneur in Chengdu. He possesses detailed and in-depth knowledge of the issues, opportunities and\nchallenges facing the Company in its business and is thus best positioned to develop agendas that ensure that the Board’s time\nand attention are focused on the most critical matters relating to the business of the Company. His combined role enables decisive leadership,\nensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently\nto the Company’s shareholders, employees and customers.\n\n \n\nThe\nboard has not designated a lead director. Given the limited number of directors comprising the Board, the independent directors call\nand plan their executive sessions collaboratively and, between meetings of the Board, communicate with management and one another directly.\nUnder these circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all\ncurrently participate might detract from rather than enhance performance of their responsibilities as directors.\n\n \n\nManagement\nis responsible for assessing and managing risk, subject to oversight by the board of directors. The board oversees our risk management\npolicies and risk appetite, including operational risks and risks relating to our business strategy and transactions. Various committees\nof the board assist the board in this oversight responsibility in their respective areas of expertise.\n\n \n\n48\n\n \n\n \n\n**Compensation\nof Directors**\n\n \n\nThe\nfollowing table sets forth certain information regarding the compensation paid to, earned by or accrued for, our directors during the\nfiscal year ended December 31, 2025.\n\n \n\n  \n **DIRECTOR\nCOMPENSATION**  \n\nName \n \n**Fees**\n\n**Earned\nor Paid**\n\n**In\nCash ($)**\n  \n **Stock\nAwards ($)**  \n **Option\nAwards ($)**  \n **Non-Equity\nIncentive Plan Compensation ($)**  \n **Non-Qualified\nDeferred Compensation Earnings ($)**  \n **All\nOther Compensation ($)**  \n **Total\n($)** \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nQuanzhong\nLin \n$20,488  \n —  \n —  \n —  \n —  \n 0  \n$20,488 \n\nChristopher\nLee \n$9,600  \n    \n    \n    \n    \n    \n$9,600 \n\nHuiliang\nJiao \n$12,000  \n —  \n —  \n —  \n —  \n —  \n$12,000 \n\n \n\n**Pension,\nRetirement or Similar Benefit Plans**\n\n \n\nThere\nare no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have\nno material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive\nofficers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.\n\n \n\nOur\nBoard of Directors has determined that Christopher Lee, Huiliang Jiao and Qiyu Jiang are “independent directors” within the\nmeaning of NASDAQ Marketplace Rule 5605(a)(2) and Section 10(A)(m)(3) of the Exchange Act.\n\n \n\n**Board\nMeetings; Committees and Membership**\n\n \n\nOur\nBoard of Directors did not meet in formal session during 2024 though it regularly took action by written consent after the directors\nconsulted with each other as to the actions to be taken.\n\n \n\nWe\nmaintain the following committees of the Board of Directors: the Audit Committee, the Compensation Committee and the Nominating and Corporate\nGovernance Committee. Each committee is comprised entirely of directors who are “independent” within the meaning of NASDAQ\nMarketplace Rule 5605(a)(2). Each committee acts pursuant to a separate written charter, and each such charter has been adopted and approved\nby the Board of Directors. Copies of the committee charters were filed as Exhibits to our Report on Form 8-K filed on September 25, 2020.\n\n \n\n**Audit\nCommittee**\n\n \n\nOur\nAudit Committee consists of Messrs. Lee, Jiao and Jiang, each of whom is independent. The Audit Committee assists the Board of Directors\noversight of (i) the integrity of financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent\nauditor’s qualifications and independence, and (iv) the performance of our internal audit function and independent auditor and\nprepares the report that the SEC requires to be included in our annual proxy statement. The Audit Committee operates under a written\ncharter. Mr. Lee is the Chairman of our Audit Committee.\n\n \n\n49\n\n \n\n \n\nThe\nBoard of Directors determined that Mr. Lee possesses accounting or related financial management experience that qualifies him as financially\nsophisticated within the meaning of Rule 4350(d)(2)(A) of the Nasdaq Marketplace Rules and that he is an “audit committee financial\nexpert” as defined by the rules and regulations of the SEC.\n\n \n\n**Nominating\nand Corporate Governance Committee**\n\n \n\nThe\npurpose of the Nominating and Corporate Governance Committee is to assist the Board of Directors in identifying qualified individuals\nto become members of our Board of Directors, in determining the composition of the Board of Directors and in monitoring the process to\nassess Board effectiveness. Each of Messrs. Lee, Jiao and Jiang are members of the Nominating and Corporate Governance Committee. Mr.\nJiang serves as Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee operates\nunder a written charter.\n\n \n\n \n●\nOur\nNominating and Corporate Governance Committee has, among the others, the following authority and responsibilities:\n\n \n \n \n\n \n●\nTo\ndetermine and recommend to the Board, the criteria to be considered in selecting nominees for the director;\n\n \n \n \n\n \n●\nTo\nidentify and screen candidate consistent with such criteria and consider any candidates recommended by our stockholders pursuant\nto the procedures described in our proxy statement or in accordance with applicable laws, rules and regulations and provisions of\nour charter documents.\n\n \n \n \n\n \n●\nTo\nselect and approve the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders.\n\n \n\n**Compensation\nCommittee**\n\n \n\nThe\nCompensation Committee is responsible for overseeing and, as appropriate, making recommendations to the Board of Directors regarding\nthe annual salaries and other compensation of our executive officers and general employees and other policies, and for providing assistance\nand recommendations with respect to our compensation policies and practices. Each of Messrs. Lee, Jiao and Jiang are members of the Compensation\nCommittee. The Compensation Committee operates under a written charter. Mr. Jiao is the Chairman of Compensation Committee.\n\n \n\nOur\nCompensation Committee has, among the others, the following responsibilities and authority.\n\n \n\n \n●\nThe\ncompensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other\nadviser.\n\n \n \n \n\n \n●\nThe\ncompensation committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation\nconsultant, legal counsel and other adviser retained by the compensation committee or said group.\n\n \n \n \n\n \n●\nThe\nCompany must provide for appropriate funding, as determined by the compensation committee, for payment of reasonable compensation\nto a compensation consultant, legal counsel or any other adviser retained by the compensation committee or said group.\n\n \n \n \n\n \n●\nThe\ncompensation committee select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation\ncommittee or said group, other than in-house legal counsel, only after conducting an independence assessment with respect to the adviser\nas provided for in the Exchange Act.\n\n \n\n50\n\n \n\n \n\n**Code\nof Business Conduct and Ethics**\n\n \n\nWe\nhave adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our Company’s\nofficers including our Chief Executive Officer, employees, consultants and advisors. A copy of the Code of Business Conduct and Ethics\nwas filed as an exhibit to our report on Form 8-K filed on September 25, 2020, and is available on the SEC’s website, www.sec.gov.\n\n \n\n**Shareholder\nCommunications**\n\n \n\nShareholders\nmay communicate with the board of directors and individual directors by submitting their communications in writing to the Company’s\nCorporate Secretary at Hongxing International Business Building 2, 14th FL, No. 69 Qingyun South Ave., Jinjiang District,\nChengdu City, Sichuan Province, China. Any communications received that are directed to the board of directors will be processed by the\nCorporate Secretary and distributed promptly to the board of directors or individual directors, as appropriate. If it is unclear from\nthe communication received whether it was intended or appropriate for the Board, the Corporate Secretary will (subject to any applicable\nregulatory requirements) use his business judgment to determine whether such communications should be conveyed to the board of directors."}