Fountain Healthy Aging : No Shell Letter

DocuSign Envelope ID: 1EE6A43E-5496-4BE2-B314-D2EC688F7C02

FOUNTAIN HEALTHY AGING, INC.

Room 601, Building E

No. 1 Huabao Fubao China Street, Futian District

Shenzhen City, Guangdong Province 518000

People's Republic of China

December 28, 2021

Re: No Shell Letter

Ladies and Gentlemen:

I, Hong Zhu, Chief Executive Officer and Chief Financial Officer of Fountain Healthy Aging, Inc., a Nevada corporation (the "Company"), hereby certify that, as of the date when the Company completed a reverse merger (the "Reverse Merger") on February 2, 2021 through the date hereof the Company has not been, and is not, an issuer with no or nominal operations, and either (i) no or nominal assets, (ii) assets consisting solely of cash or cash equivalents, or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets within the meaning of Rule 144(i)(1)(i), promulgated under the Securities Act of 1933, as amended (the "Securities Act").

The Company was previously a shell company and changed its status as a shell company, effective February 2, 2021. The Company is no longer a shell company because, after the completion of the Reverse Merger, the Company has been engaged in substantive operations through its operating subsidiaries in China and owns substantial non-cash assets. As disclosed in its quarterly report on Form 10-Q for the quarter ended September 30, 2021, the Company generated approximately $28.92 million in revenue and $20.77 million in gross profits in the nine months ended September 30, 2021. For more information on the Company's operating results and financial condition after the Reverse Merger, please refer to the Company's filings with the U.S. Securities and Exchange Commission.

The undersigned hereby represents that she understands the meaning of a "shell" company pursuant to the Securities Act and has had the opportunity to consult a legal advisor in connection with determining whether the Company could be deemed to have ever been a "shell" company as determined by the Securities Act.

Very truly yours,

Fountain Healthy Aging, Inc.

______________________

Hong Zhu

Chief Executive Officer and Chief Financial Officer