Replies to post #200 on AiXin Life International Inc (AIXN)

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MCAR~~ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS



On December 12, 2017, we entered into and closed a share exchange agreement, or the Share Exchange Agreement, with AiXin (BVI) International Group Co., Ltd. a British Virgin Islands corporation (“AiXin BVI”), and Quanzhong Lin, the sole stockholder of AiXin BVI (the “AiXin BVI Stockholder”), pursuant to which we acquired 100% of the outstanding capital stock of AiXin BVI in exchange for 227,352,604 shares of our common stock (the “Share Exchange” or the “AiXin Acquisition”). The foregoing description of the terms of the Share Exchange Agreement is qualified in its entirety by reference to the provisions of the Share Exchange Agreement filed as Exhibit 2.1 to this report, which are incorporated herein by reference. After giving effect to the Share Exchange, we had outstanding 317,988,089 shares of common stock.



As a result of the Share Exchange, AiXin BVI became our wholly-owned subsidiary, and we now own all of the outstanding shares of HK AiXin International Group Co., Limited, a Hong Kong limited company (“AiXin HK”), which in turn owns all of the outstanding shares of Chengdu AiXin Zhonghong Biological Technology Co., Ltd., a Chinese limited company (“AiXin Zhonghong”), which markets and sells innovative, premium-quality nutritional products in Chengdu, China.



AiXin BVI was incorporated on September 21, 2017 to serve as a holding company and AiXin HK was established in Hong Kong on February 25, 2016 to serve as an intermediate holding company. AiXin Zhonghong was established in the PRC on March 4, 2013, and on June 1, 2017 the local government of the PRC issued a certificate of approval regarding the foreign ownership of AiXin Zhonghong by AiXin HK. Neither AiXin BVI nor AiXin HK had operations prior to December 12, 2017.



Prior to the AiXin Acquisition, Quanzhong Lin, our President and Chief Executive Officer, owned all of the outstanding shares of AiXin BVI and 29,521,410 shares of our common stock, approximately 65% % of the outstanding shares of Mercari Communications Group, Ltd. As a result of the Share Exchange, Mr. Lin now owns 256,874,014 shares of our common stock, approximately 80.78% of our outstanding shares, after giving effect to certain other issuances described under the caption “Market for Registrant’s Common Equity and Related Stockholder Matters.”



For accounting purposes, the acquisition has been accounted for as a reverse acquisition and has been treated as a recapitalization of Mercari Communications Group, Ltd. effected by a share exchange, with AiXin BVI as the accounting acquirer. Since neither AiXin BVI nor AiXin HK had operations prior to December 12, 2017, the historical financial statements of AiXin Zhonghong are now the historical financial statements of the registrant, Mercari Communications Group, Ltd., and have been included in Item 9.01(a) of this report. The assets and liabilities of AiXin Zhonghong have been brought forward at their book value and no goodwill has been recognized.