Form SC 13D/A iFresh Inc Filed by: HK Xu Ding Co., Ltd

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3) *

 

iFresh Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

449538 107

(CUSIP Number)

 

HK Xu Ding Co., Limited Rm 32 11/F, Lee Ka Industrial Building, 8 Ng Fong Street, San Po Kong Kowloon, Hong Kong   HK Suixin Co., Limited Apt. 1203, Zhongya Dongjun Yuan North Part Yuecheng District Shaoxing Zhejiang Province, China 312000   Lin Wang Apt. 1203, Zhongya Dongjun Yuan North Part Yuecheng District Shaoxing Zhejiang Province, China 312000   Baofeng Pan 195 Bin’an Road, Binjiang District, Hangzhou, Zhejiang Province, China 310052   Gerald A. Adler, Esq. Adler & Silverberg PLLC 48 Wall Street (Suite 1100) New York, NY 10005                                                                                      (646) 418-6454

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 12, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

SCHEDULE 13D/A

 

CUSIP No. 449538 107

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	HK Xu Ding Co., Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		8,294,989
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		8,294,989
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,294,989 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.87% (2)
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

 

_____________

(1)

Beneficial ownership of the shares of the issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such shares as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D/A and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D/A.

(2)

Based on a total of 36,273,437 shares of Common Stock, par value $0.0001 per share, issued and outstanding as of January 6, 2021. The calculation is based on the Issuer’s disclosure in its registration statement on Form S-1, filed with the SEC on December 22, 2020, stating that 30,230,383 shares of Common Stock were outstanding as of December 21, 2020 and subsequent disclosures in its Current Report on Form 8-K, filed with the SEC on January 8, 2021, stating that the Issuer issued 6,043,054 shares of Common Stock to Mr. Long Deng on January 6, 2021.

 

 

SCHEDULE 13D/A

CUSIP No. 449538 107

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	HK Suixin Co., Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		8,294,989
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		8,294,989
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,294,989 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.87% (2)
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

 

________________

(1)

Beneficial ownership of the shares of the issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such shares as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D/A and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D/A.

(2)

Based on a total of 36,273,437 shares of Common Stock, par value $0.0001 per share, issued and outstanding as of January 6, 2021. The calculation is based on the Issuer’s disclosure in its registration statement on Form S-1, filed with the SEC on December 22, 2020, stating that 30,230,383 shares of Common Stock were outstanding as of December 21, 2020 and subsequent disclosures in its Current Report on Form 8-K, filed with the SEC on January 8, 2021, stating that the Issuer issued 6,043,054 shares of Common Stock to Mr. Long Deng on January 6, 2021.

 

 

 

SCHEDULE 13D/A

 

CUSIP No. 449538 107

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Lin Wang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		8,294,989
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,294,989 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.87% (2)
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

 

___________

(1)

Beneficial ownership of the shares of the issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such shares as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D/A and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D/A.

(2)

Based on a total of 36,273,437 shares of Common Stock, par value $0.0001 per share, issued and outstanding as of January 6, 2021. The calculation is based on the Issuer’s disclosure in its registration statement on Form S-1, filed with the SEC on December 22, 2020, stating that 30,230,383 shares of Common Stock were outstanding as of December 21, 2020 and subsequent disclosures in its Current Report on Form 8-K, filed with the SEC on January 8, 2021, stating that the Issuer issued 6,043,054 shares of Common Stock to Mr. Long Deng on January 6, 2021.

 

 

 

SCHEDULE 13D/A

 

CUSIP No. 449538 107

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Baofeng Pan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		8,294,989
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		8,294,989
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,294,989 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.87% (2)
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

 

___________

(1)

Beneficial ownership of the shares of the issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such shares as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D/A and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D/A.

(2)

Based on a total of 36,273,437 shares of Common Stock, par value $0.0001 per share, issued and outstanding as of January 6, 2021. The calculation is based on the Issuer’s disclosure in its registration statement on Form S-1, filed with the SEC on December 22, 2020, stating that 30,230,383 shares of Common Stock were outstanding as of December 21, 2020 and subsequent disclosures in its Current Report on Form 8-K, filed with the SEC on January 8, 2021, stating that the Issuer issued 6,043,054 shares of Common Stock to Mr. Long Deng on January 6, 2021.

 

 

 

Explanatory Note

 

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Amendment No. 2 to Schedule 13D (“Amendment No. 2”) which was jointly filed on January 12, 2020, by HK Xu Ding Co., Limited (“Xu Ding”), a company incorporated in the Hong Kong Special Administrative Region, People’s Republic of China; HK Suixin Co., Limited (“HK Suixin”), a company incorporated in the Hong Kong Special Administrative Region, People’s Republic of China; Lin Wang (“L. Wang”), a shareholder of HK Suixin and its sole director and, Baofeng Pan (“B. Pan”), a shareholder of HK Suixin. HK Suixin is the sole shareholder of Xu Ding (collectively, the “Reporting Persons”). This Amendment No. 3 is being jointly filed by the Reporting Persons to update certain information with respect to the “group” status. As of January 12, 2021, the Reporting Persons, together with Dengrong Zhou, Qiang Ou, Kairui Tong, Hao Huang, Fei Zhang, and Meng Liu (collectively, the “Zhou Group”) have become a “group” within the meaning of Section 13(d)(3) of the Exchange Act. The Zhou Group has separately filed an amendment to their own Schedule 13D on January 21, 2021, to report their participation in this group with the Reporting Persons. Collectively, the newly formed group owns 18,966,826 shares of Common Stock of iFresh, Inc. (the “Issuer”), comprising 52.29% of a total of 36,273,437 shares of Common Stock, par value $0.0001 per share, issued and outstanding as of January 6, 2021. Unless otherwise stated, the information set forth in the Amendment No.2 remains accurate in all respects.

 

  

Item 4.

Purpose of Transaction

 

Item 4 is hereby amended and supplemented as follows:

 

“Pursuant to a written consent executed by the holders of a majority of the stock of the Issuer entitled to vote on the election of directors and dated as of January 12, 2020 (the “Consent”), the Reporting Persons, along with the Zhou Group, adopted resolutions pursuant to Section 228 and 141(k) of the Delaware General Corporation Law to remove and replace certain members of the Board of Directors of the Issuer and to amend the Amended and Restated By-Laws of the Issuer to provide that vacancies in the board of directors may be filled only by the affirmative vote of the holders of shares representing a majority of the voting power of the Issuer’s capital stock entitled to vote for the election of directors and not be filled by the board of directors unless the vacancy is not filled by stockholder action. Such change in the board of directors, effective immediately upon the effectiveness of the resolutions, (1) removed Long Deng and Mark Fang as directors without cause and (2) elected Qiang Ou and Jiandong Xu as directors to fill the resulting vacancies.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent, which is incorporated by reference in its entirety into this Item 4. The foregoing is not intended to limit the matters previously disclosed in Item 4 of this Schedule 13D.”

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and supplemented as follows: 

 

“The information set forth in Item 4 of this Amendment No. 3 is incorporated by reference into this Item 6.”

 

Item 7.

Material to Be Filed as Exhibits

 

Item 7 is hereby amended and supplemented as follows:

 

“The following exhibits are filed as exhibits hereto:

 

Exhibit 99.1	Joint Filing Agreement, dated as of February 8, 2021, by and among HK Xu Ding Co. Limited, HK Suixin Co., Limited, Baofeng Pan and Lin Wang.
Exhibit 99.2	Instruments of Transfer (incorporated by reference to Exhibit 99.2 to the Amendment No. 2 to the Schedule 13D filed by the Reporting Persons with the SEC on January 12, 2020)
Exhibit 99.3	iFresh, Inc. Resolution Adopted by Written Consent of Stockholder, dated as of January 12, 2021.
Exhibit 99.4	Power of Attorney, dated as of February 4, 2021.

 

”

 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date: February 9, 2021

 

 

HK Xu Ding Co., Limited

By: /s/ Lin Wang

Name: Lin Wang Director

HK Suixin Co., Limited

By: /s/ Lin Wang

Name: Lin Wang

Director

/s/ Lin Wang

Lin Wang

 

 

/s/ Lin Wang, Attorney-in-fact for Baofeng Pan

Lin Wang, Attorney-in-fact for Baofeng Pan

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

 

 

 

 

Exhibit 99.1

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of iFresh, Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of this 8^th day of February, 2021.

 

 

HK Xu Ding Co., Limited

By: /s/ Lin Wang

Name: Lin Wang Director

HK Suixin Co., Limited

By: /s/ Lin Wang

Name: Lin Wang

Director

/s/ Lin Wang

Lin Wang

 

/s/ Lin Wang, Attorney-in-fact for Baofeng Pan

Lin Wang, Attorney-in-fact for Baofeng Pan

 

 

 

Exhibit 99.3

 

IFRESH, INC.

 

RESOLUTIONS ADOPTED BY WRITTEN CONSENT OF STOCKHOLDER

 

WHEREAS: Section 228 of the Delaware General Corporation Law (the “DGCL”) and Article II, Section 6 of the Amended and Restated By-laws (the “Bylaws”) of iFresh, Inc., a Delaware corporation (the “Company”), provide that stockholders of the Company may act by written consent without a meeting if such stockholders hold the number of shares representing not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted;

 

WHEREAS: Section 141(k) of the DGCL provides in relevant part that “[a]ny director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors” and the Amended and Restated Certificate of Incorporation of the Company and the Bylaws contain no provisions for a classified board or cumulative voting;

 

WHEREAS: and Article III, Section 12 of the Bylaws provides that “[s]ubject to any provisions of applicable law, any or all of the directors may be removed by vote of the stockholders[;]”

 

WHEREAS: Sections 223(a) and 223(d) of the DGCL provides that rights with respect to filling vacancies of the board of directors of the Company (the “Board”) may be provided for in the Bylaws;

 

WHEREAS: Article III, Section 3 of the Bylaws currently provides that “[v]acancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. A vacancy created by the removal of a director by the stockholders may be filled by the stockholders[;]”

 

WHEREAS: Article IX, section 1 of the Bylaws currently provides that “[t]hese by-laws may be altered, amended, supplemented or repealed or new by-laws may be adopted (a) at any regular or special meeting of stockholders at which a quorum is present or represented, by the affirmative vote of the holders of a majority of the shares entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting, or (b) by a resolution adopted by a majority of the whole board of directors at any regular or special meeting of the board. The stockholders shall have authority to change or repeal any by-laws adopted by the directors[;]”

 

WHEREAS: Section 109(a) of the DGCL provides in relevant part that “the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote” and the Amended and Restated Certificate of Incorporation of the Company contains no restrictions on the Company’s stockholders’ power to amend the Bylaws;

 

WHEREAS: It is deemed necessary and desirable to amend the Bylaws to provide that any and all vacancies on the Board shall be filled by stockholders owning a majority of stock entitled to vote generally in the election of directors;

 

WHEREAS: It is deemed necessary and desirable to remove Long Deng, Mark Fang as directors of the Company; and

 

 

 

 

 

WHEREAS: It is deemed necessary and desirable to fill all of the vacancies on the Board resulting from the removal of Long Deng and Mark Fang with Qiang Ou and Jiandong Xu.

 

NOW, THEREFORE, IT IS HEREBY RESOLVED, that, effective immediately, Article III, Section 3 of the Bylaws be, and the same hereby is deleted in its entirety and replaced with the following:

 

“Subject to the rights of the holders of any series of Preferred Stock or any other class of capital stock of the corporation then outstanding (other than Common Stock), vacancies in the board of directors occurring as a result of (i) stockholder action to remove directors or to increase the number of authorized directors or (ii) for any other reason shall be filled only by the affirmative vote of the holders of record of the outstanding shares representing at least a majority of all the aggregate voting power of outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class, and shall not be filled by the board of directors; provided that in the case of a vacancy referred to in clause (ii) above, such vacancy may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, if not filled by stockholder action within thirty days of the occurrence of such vacancy. The directors so chosen shall hold office until their death, resignation or removal or until their successors are duly elected and qualified.”

 

RESOLVED FURTHER: that, effective immediately after the effectiveness of the foregoing resolution amending Article III, Section 3 of the Bylaws, Long Deng and Mark Fang are hereby removed, without cause, as directors of the Company pursuant to Article III, Section 12 of the Bylaws;

 

RESOLVED FURTHER: that, effective immediately after the effectiveness of the foregoing resolution removing certain directors, Qiang Ou and Jiandong Xu are hereby appointed and elected as directors of the Company pursuant to Article III, Section 3 of the Bylaws, as hereby amended, to serve until their death, resignation or removal or until their successors are duly elected and qualified;

 

RESOLVED FURTHER: that, effective immediately, any provision of or amendment to the Bylaws adopted by the Board without stockholder approval after January 12, 2021, be, and the same hereby is, repealed.

 

RESOLVED FURTHER, that this special corporation action may be executed in counterparts, all of which if taken together shall constitute one original document.

 

 

 

 

 

 

[Signature Page Follows]

 

 

 

 

 

 

Stockholder Signature Page

 

IN WITNESS WHEREOF, the undersigned have executed this Resolutions Adopted By Written Consent of Stockholder for the purpose of consenting thereto as of January 12. 2021. By extorting this Signature Page. the undersigned hereby represents and warrants that the undersigned beneficially owns (with the sole power to time and dispose of same) the number of shares of Common Stock set forth below. including the number of shares of Common Stock held of record by such Stockholder set forth below.

 

HK Xu Ding Co., Limited

Number of shares of Common beneficially owned by the Stockholder (including 8,294,989 shares of Common Stock held of record by such Stockholder):

 

By: /s/ Lin Wang                               

Name: Lin Wang

Title: Sole Director

Date: January 12, 2021

 

 

/s/ Dengrong Zhou
Dengrong Zhou
Date: January 12, 2021
Number of shares of Common beneficially owned by the Stockholder (including 1,031,679 shares of Common Stock held of record by such Stockholder):

 

/s/ Qiang Ou
Qiang Ou
Date: January 12, 2021
Number of shares of Common beneficially owned by the Stockholder (including 751,488 shares of Common Stock held of record by such Stockholder):

 

 

/s/ Hao Huang
Hao Huang
Date: January 12, 2021
Number of shares of Common beneficially owned by the Stockholder (including 1,540,949 shares of Common Stock held of record by such Stockholder):

 

 

/s/ Kairui Tong
Kairui Tong
Date: January 12, 2021
Number of shares of Common beneficially owned by the Stockholder (including 2,311,423 shares of Common Stock held of record by such Stockholder):

 

 

/s/ Fei Zhang
Fei Zhang
Date: January 12, 2021
Number of shares of Common beneficially owned by the Stockholder (including 4,532,668 shares of Common Stock held of record by such Stockholder):

 

 

/s/ Meng Liu
Meng Liu
Date: January 12, 2021
Number of shares of Common beneficially owned by the Stockholder (including 503,630 shares of Common Stock held of record by such Stockholder):

 

 

 

 

Attorney Attestation

 

“IFRESH, INC. RESOLUTIONS ADOPTED BY WRITTEN CONSENT OF STOCKHOLDER”

 

This is to certify that the "IFRESH, INC. RESOLUTIONS ADOPTED BY WRITTEN CONSENT OF STOCKHOLDER" dated January 12, 2021 is signed by Lin Wang herself. The signature is genuine and reliable.

 

Hereby certify.

 

Attorney Name: Huang Zhiwei

 

/s/ Huang Zhiwei

Title: Attorney

Tel: 086-137 3815 6754

Email: [email protected]

Attorney License Number: 13301201910081159

Date: January 12, 2021

 

 

Attorney Name: Chang Lu

 

/s/ Chang Lu

Title: Attorney

Tel: 086-132 8218 7923

Email: [email protected]

Attorney License Number: 13301201911142228

Date: January 12, 2021

 

 

 

 

 

 

 

 

 

 

 

Attorney Attestation

 

“IFRESH, INC. RESOLUTIONS ADOPTED BY WRITTEN CONSENT OF STOCKHOLDER”

 

This is to certify that the "IFRESH, INC. RESOLUTIONS ADOPTED BY WRITTEN CONSENT OF STOCKHOLDER" dated January 12, 2021 is signed by Hao Huang himself. The signature is genuine and reliable.

 

Hereby certify.

 

Attorney Name: Andi Lin	Attorney Name: Wei Tong
/s/Andi Lin	/s/Wei Tong
Title: Attorney	Title: Attorney
Tel: 13277151189	Tel: 17507240712
Email: [email protected]	Email: [email protected]
Attorney License Number: 14212201810036266	Attorney License Number: 14212201810036266
Date: January 12, 2021	Date: January 12, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attorney Attestation

 

“IFRESH, INC. RESOLUTIONS ADOPTED BY WRITTEN CONSENT OF STOCKHOLDER”

 

This is to certify that the "IFRESH, INC. RESOLUTIONS ADOPTED BY WRITTEN CONSENT OF STOCKHOLDER" dated January 12, 2021 is signed by Kairui Tong himself. The signature is genuine and reliable.

 

Hereby certify.

 

Attorney Name: Andi Lin	Attorney Name: Wei Tong
/s/Andi Lin	/s/Wei Tong
Title: Attorney	Title: Attorney
Tel: 13277151189	Tel: 17507240712
Email: [email protected]	Email: [email protected]
Attorney License Number: 14212201810036266	Attorney License Number: 14212201810036266
Date: January 12, 2021	Date: January 12, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attorney Attestation

 

“IFRESH, INC. RESOLUTIONS ADOPTED BY WRITTEN CONSENT OF STOCKHOLDER”

 

This is to certify that the "IFRESH, INC. RESOLUTIONS ADOPTED BY WRITTEN CONSENT OF STOCKHOLDER" dated January 12, 2021 is signed by Fei Zhang himself. The signature is genuine and reliable.

 

Hereby certify.

 

Attorney Name: Andi Lin	Attorney Name: Wei Tong
/s/Andi Lin	/s/Wei Tong
Title: Attorney	Title: Attorney
Tel: 13277151189	Tel: 17507240712
Email: [email protected]	Email: [email protected]
Attorney License Number: 14212201810036266	Attorney License Number: 14212201810036266
Date: January 12, 2021	Date: January 12, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attorney Attestation

 

“IFRESH, INC. RESOLUTIONS ADOPTED BY WRITTEN CONSENT OF STOCKHOLDER”

 

This is to certify that the "IFRESH, INC. RESOLUTIONS ADOPTED BY WRITTEN CONSENT OF STOCKHOLDER" dated January 12, 2021 is signed by Meng Liu herself. The signature is genuine and reliable.

 

Hereby certify.

 

Attorney Name: Andi Lin	Attorney Name: Wei Tong
/s/Andi Lin	/s/Wei Tong
Title: Attorney	Title: Attorney
Tel: 13277151189	Tel: 17507240712
Email: [email protected]	Email: [email protected]
Attorney License Number: 14212201810036266	Attorney License Number: 14212201810036266
Date: January 12, 2021	Date: January 12, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.4

 

 

POWER OF ATTORNEY

 

 

Know all by these presents, that the undersigned hereby constitutes and appoints Ms. Lin Wang the undersigned’s true and lawful attorney-in-fact to:

 

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of HK Xu Ding Co., Limited and HK Sui Xin Co., Limited for all the forms and filings in accordance with the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and all the relevant documents related to HK Xu Ding Co., Limited and HK Sui Xin Co., Limited;

 

(2)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any forms, filings, and documents under the Securities Act or the Exchange Act or any applicable laws, and timely file such forms, filings, and documents with the United States Securities and Exchange Commission and any stock exchange, and court or similar authority; and

 

(3)

take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, and in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file forms and filings or execute relevant documents under the Securities Act or the Exchange Act or any applicable laws, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this February 4, 2021.

 

 

	/s/Baofeng Pan
	Name: Baofeng Pan

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