Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 10, 2022, HWGC Holdings Limited, formerly known as Vitaxel Group Limited (the "Company"), filed with the Secretary of State of the State of Nevada a Certificate of Designation of the Relative Rights and Preferences of The Redeemable Convertible Preferred Stock of HWGC Holdings Limited (the "Certificate of Designation").

Pursuant to the Certificate of Designation, the Board of Directors of the Company authorized the creation 25,000,000 shares of Redeemable Convertible Preferred Stock, par value $0.0001 per share (the "RCPS"). The RCPS is ranked senior to all classes or series of the Company's common stock and does not have any voting rights. However, the holders of the RCPS are entitled to receive, when declared by the Board of Directors, cumulative cash dividends at the rate of 6% per annum on each $1.00 per RCPS. Commencing on the date of issuance, the dividends on the RCPS shall accrue and be cumulative, payable annually in arrears on the 30th business day on each anniversary of the issue date. Dividends will accumulate whether or not the Company has earnings or whether funds are legally available or declared by the Board, and no interest will be payable on any dividends which may be in arrears.

Each share of RCPS shall be convertible into one share of common stock of the Company, upon the Board approving the initiation of the listing process to list the shares of the Company on any stock exchange, or upon the written approval of the Company. The Company may also, at its option, redeem the RCPS for cash at a redemption price of $1.00 per share plus any accumulated and unpaid dividends thereon. Notwithstanding, all outstanding RCPS shall be redeemable by the Company on the second anniversary of the issuance date thereof.

No amendment to the Certificate of Designation may be made without the consent of at least 66.66% of the RCPS then outstanding. The RCPS may not be sold, hypothecated, transferred, assigned or disposed of, directly or indirectly, in any manner.

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibit 3.4, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits



Exhibits
Number     Description

  3.4        Certificate of Designation of the Relative Rights and Preferences of
           the Redeemable Convertible Preferred Stock of HWGC Holdings Limited,
           filed with the Secretary of State of the State of Nevada on March 10,
           2022

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