AIXN AiXin Life International Inc (QB)

INFORMATION STATEMENT

(Dated January __, 2018)

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. BY WRITTEN CONSENT IN LIEU OF A MEETING OF SHAREHOLDERS, SHAREHOLDERS OWNING A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE APPROVED AN AMENDMENT TO OUR ARTICLES OF INCORPORATION CHANGING OUR NAME TO AIXIN LIFE INTERNATIONAL, INC. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT NECESSARY.

NAME CHANGE AMENDMENT

This Information Statement is being furnished on or about the date first set forth above to holders of record as of the close of business on December 21, 2017 (the “Record Date”) of the common stock, par value $.001 per share (“Common Stock”), of Mercari Communications Group, Ltd., a Colorado corporation (“we, “our” or the “Company”), in connection with an amendment to Article FIRST of our Articles of Incorporation changing our name to “ AiXin Life International, Inc. ” (the “Name Change Amendment”).

The Name Change Amendment was adopted and approved by unanimous written consent in lieu of a meeting of our Board of Directors signed on December 19, 2017 and by written consent in lieu of a meeting of shareholders owning in the aggregate 85.52% of our outstanding shares of common stock as of the Record Date signed on December 21, 2017 (the “Shareholder Consent”). We had 317,988,089 shares of common stock outstanding as of the Record Date. The name of the shareholders of record who signed the Shareholder Consent and the number and percent of shares of common stock owned by each such shareholder are:

Our Board of Directors has adopted, and the shareholders who signed the Stockholder Consent approved, the Name Change Amendment, to better identify our company with the business of Chengdu AiXin Zhonghong Biological Technology Co., Ltd., a Chinese limited company (“AiXin”), which we recently acquired, as described below under the caption “Acquisition of AiXin.”

The approval of the Name Change Amendment by a written consent in lieu of a meeting of shareholders signed by the holders of a majority of our outstanding shares of common stock is sufficient under Article XVII of our Articles of Incorporation, as amended, pursuant to Section 7.107-104(b)(1) of the Colorado Business Corporation Act (“CBCA”). Accordingly, no proxy of our shareholders will be solicited for a vote on the Name Change Amendment and this Information Statement is being furnished to shareholders solely to provide them with certain information concerning the Name Change in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder, including particularly Regulation 14C, and Section 7.107-104(b)(5.5) of the CBCA. In accordance with Regulation 14C, the Name Change Amendment may not be effected prior to the 21st day after this Information Statement is mailed to stockholders of record as of the Record Date. The Name Change Amendment is also subject to approval by the Financial Regulatory Authority.

Acquisition of AiXin

On December 12, 2017, we completed a reverse acquisition transaction through a share exchange as a result of which we now own, through a wholly owned British Virgin Island company, Chengdu AiXin Zhonghong Biological Technology Co., Ltd., which markets and sells innovative, premium-quality nutritional products in Chengdu, China (the “AiXin Acquisition”).

As a result of the share exchange, AiXin (BVI) International Group Co., Ltd., a British Virgin Islands corporation (“AiXin BVI”), became our wholly-owned subsidiary, and we now own all of the outstanding shares of AiXin International Group Co., Limited, a Hong Kong limited company (“AiXin HK”), which in turn owns all of the outstanding shares of AiXin.

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 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 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, representing approximately 65% of the outstanding shares of our company. As a result of the AiXin Acquisition and after giving effect to the issuance of an aggregate of 45,224,085 shares for services rendered to a former director and executive officer, a director appointed at the closing of the AiXin Acquisition, and another individual who has served as a consultant in connection with the AiXin Acquisition,, Mr. Lin now owns 256,874,014 shares of our common stock, representing approximately 80.78% of our outstanding shares. The chart below presents our corporate structure, after giving effect to the Name Change Amendment:

The chart below presents our corporate structure:

For additional information concerning our acquisition of AiXin BVI and the business of AiXin, see our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2017.