As filed with the Securities and
Exchange Commission on November 30, 2016
Registration No. 333-209579
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
YANGTZE RIVER DEVELOPMENT LIMITED
(Exact name of registrant as specified in
its charter)
Nevada
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4731
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27-1636887
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer Identification
Number)
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183 Broadway, Suite 5
New York, NY 10007
United States
646-861-3315
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
CSC Services of Nevada, Inc.
2215-B Renaissance Drive
Las Vegas, NV 89119
(888) 921-8397
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
Joseph M. Lucosky, Esq.
Lucosky Brookman LLP
101 Wood Avenue South, 5
th
Floor
Woodbridge, NJ 08830
+1-732-395-4400 - telephone
+1-732-395-4401 - facsimile
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|
Louis Taubman, Esq.
Joan Wu,
Esq.
Hunter Taubman Fischer & Li LLC
1450 Broadway, 26
th
Floor
New York, NY 10017
+1- 917- 512-0827 -
telephone
+1-212- 202-6380 -
facsimile
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Approximate date of commencement of proposed
sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box:
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2
of the Exchange Act.
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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CALCULATION OF REGISTRATION FEE
Title of Class of
Securities to be
Registered
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Amount to
be
Registered
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Proposed
Price
Per
Share (1)
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Proposed
Aggregate
Offering
Price
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Amount of
Registration
Fee
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Common Stock, par value $0.0001 per share (the “Common Stock”)
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[●]
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$
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[●]
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$
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40,000,000
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$
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4,028
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Underwriter Warrants (2)
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[●]
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$
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[●]
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$
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-
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$
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-
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Common Stock underlying Underwriter Warrants (2)
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[●]
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$
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[●]
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$
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2,000,000
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$
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200.14
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Total
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[●]
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$
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[●]
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$
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42,000,001
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$
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4,229.40
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(1) Estimated solely for the purpose
of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended, which represents
the sale of shares at the maximum aggregate price per share
(2) We have agreed to issue, on the
closing date of this offering, warrants to our underwriter, Boustead Securities, LLC (the “Underwriter”), exercisable
at a rate of one warrant per share to purchase up to 5% of the aggregate number of common stock sold by the Registrant (the “Underwriter
Warrants”). This offering will remain open until the earlier of (i) a date mutually acceptable to us and the Underwriter
or (ii) [●], 2016, subject to extension upon agreement with the Underwriter. The Underwriter expects to deliver the shares
against payment in New York, New York, on or about [●], 2016. Assuming an offering price of $[●] per share, on the
closing date the Underwriter would receive [●] Underwriter Warrants at an aggregate purchase price of $ [●]. The exercise
price of the Underwriter Warrants is equal to 100% of the price of the common stock offered hereby. Assuming at an exercise price
of $ [●] per share, we would receive, in the aggregate, $[●] upon exercise of the Underwriter Warrants. The common
stocks underlying the Underwriter Warrants are exercisable within five years commencing 365 days from the effective date of this
prospectus.
The Registrant hereby amends this
registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a
further amendment, which specifically states that this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may determine.
The information in this
prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
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SUBJECT TO COMPLETION ON NOVEMBER [●],
2016
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YANGTZE RIVER DEVELOPMENT LIMITED
[●]
Shares of Common Stock
Yangtze River Development Limited is
offering [●] shares of our common stock.
Prior to this offering, our stock has
been listed on the OTC Markets under the symbol “YERR”. We expect the offering price of our common stock to be $[●]
per share. We intend to apply to list our common stock on the NASDAQ Global Select under the symbol “YERR”. We cannot
assure you that our application will be approved.
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Per Common
Share
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Total
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Assumed public offering price
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$
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[●]
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$
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40,000,000
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Underwriting discount (1)
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$
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[●]
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$
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2,000,000
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Proceeds to us, before expenses
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$
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[●]
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$
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38,000,000
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(1)
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Under the Underwriting Agreement,
we will pay the Underwriter a fundraising commission equal to $5% of the gross proceeds
raised in the offering. In addition to the Underwriter commission, we will also reimburse
the Underwriter for the full amount of its reasonable out-of-pocket expenses, including
(i) its legal expenses in an amount not to exceed $ 75,000 and costs of third-party due
diligence reports in an amount not to exceed $25,000.
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We expect our total cash expenses for
this offering (including cash expenses payable to our underwriter for its out-of-pocket expenses) up to $[●], exclusive
of the above commissions. In addition, we will pay additional items of value in connection with this offering that are viewed
by the Financial Industry Regulatory Authority (“FINRA”) as underwriting compensation, including reimbursement of
(i) Underwriter’s legal expenses not to exceed $75,000, and (iii) costs of third-party due diligence report in an amount
not to exceed $25,000. These payments will further reduce proceeds available to us before expenses. If we complete this offering,
then on the closing date, we will issue common stock to investors in the offering and, commencing 365 days from the effective
date of this prospectus, Underwriter Warrants to our Underwriter exercisable at a rate of one warrant per share to purchase up
to 5% of the aggregate number of common stock sold in this offering, at an exercise price equal to 100% of the price at which
we sell our common stock in this offering. We do not intend to list the Underwriter Warrants on an exchange or an over the counter
quotation system. See “Underwriting” on page 47.
This offering will remain open until the earlier of (i)
a date mutually acceptable to us and our underwriter or (ii) [●], subject to extension upon agreement with the underwriter.
The underwriter expects to deliver the shares against payment
in New York, New York, on or about [●], 2016.
INVESTING IN OUR COMMON STOCK INVOLVES
A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 6 TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE INVESTING
IN SHARES OF OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE
COMMITTEE NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriter
Boustead Securities, LLC
The date of this prospectus is [●],
2016
TABLE OF CONTENTS
Neither we nor the underwriter have
authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in
any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our common stock
only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date
of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial
condition, results of operations, and prospects may have changed since that date.
The information in this preliminary
prospectus is not complete and is subject to change. No person should rely on the information contained in this document for any
purpose other than participating in our proposed offering, and only the preliminary prospectus issued on [●], 2016, is authorized
by us to be used in connection with our proposed offering. The preliminary prospectus will only be distributed by us and the underwriter
named herein and no other person has been authorized by us to use this document to offer or sell any of our securities.
Until
[●]
, 2016 (25 days
after the commencement of our offering), all dealers that buy, sell, or trade our common stock, whether or not participating in
our offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
PROSPECTUS SUMMARY
This summary highlights selected information
contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before
investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, before
making an investment decision.
In this prospectus, unless otherwise
noted or as the context otherwise requires, the
“Company,” “YERR,” “we,” “us,”
and “our”
refer to the combined business of Yangtze River Development Limited, a corporation formed under
the laws of the State of Nevada, Energetic Mind Limited (“Energetic Mind”), which is our wholly-owned subsidiary formed
under the laws of the British Virgin Islands, Energetic Mind’s wholly-owned subsidiary Ricofeliz Capital (HK) Ltd. (“Ricofeliz”),
a company formed under the laws of Hong Kong, and Ricofeliz’s wholly-owned subsidiary, Wuhan Yangtze River Newport Logistics
Co., Ltd. (“Wuhan Newport”), a wholly foreign-owned enterprise formed under the laws of the People’s Republic
of China. “China” or “PRC” refers to the People’s Republic of China, excluding Hong Kong Special
Administrative Region of China, Macau Special Administrative Region of China and the Taiwan Region.
This prospectus contains translations
of certain Chinese currency Renminbi or RMB amounts, into U.S. dollar amounts at specified rates solely for the convenience of
the reader. The relevant exchange rates are listed below:
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For the years
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ended December 31,
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2015
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2014
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2013
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Period Ended RMB: USD exchange rate
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6.4917
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6.1484
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6.1090
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Period Average RMB: USD exchange rate
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6.2288
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6.1457
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6.1938
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For the sake of clarity, this prospectus follows English naming
convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English. For example,
the name of our Chief Executive Officer will be presented as “Xiangyao Liu,” even though, in Chinese, Mr. Liu’s
name is presented as “Liu Xiangyao.”
We have relied on statistics provided by a variety of publicly-available
sources regarding China’s expectations of growth. We did not, directly or indirectly, sponsor or participate in the publication
of such materials, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this
prospectus. We have sought to provide current information in this prospectus and believe that the statistics provided in this prospectus
remain up-to-date and reliable, and these materials are not incorporated in this prospectus other than to the extent specifically
cited in this prospectus.
Overview
Yangtze River Development Limited is
a Nevada corporation that operates through its wholly-owned subsidiary Energetic Mind Limited, a British Virgin Islands company,
which holds 100% capital stock of Ricofeliz Capital (HK) Ltd., a Hong Kong company that holds 100% capital stock of Wuhan Yangtze
River Newport Logistics Co., Ltd., a wholly foreign-owned enterprise formed under the laws of the People’s Republic of China
that primarily engages in the business of real estate and infrastructural development with a port logistics center located in
Wuhan, Hubei Province of China. Situated in the middle reaches of the Yangtze River, Wuhan Newport focuses on a large infrastructure
development project implemented under China's latest "One Belt One Road" initiative and is believed to be strategically
positioned in the anticipated "Pilot Free Trade Zone" of the Wuhan Port, a crucial trading window among China, the Middle
East and Europe. To be fully developed upon completion, within the logistics center, there will be six operating zones: port operation
area, warehouse and distribution area, cold chain logistics area, rail cargo loading area, exhibition area and business-related
area. The logistics center is also expected to provide a number of shipping berths for cargo ships of various sizes. Wuhan Newport
is expected to provide domestic and foreign businesses direct access to the anticipated Pilot Free Trade Zone in Wuhan. The project
will include commercial buildings, professional logistic supply chain centers, direct access to the Yangtze River, Wuhan-Xinjiang-Europe
Railway and ground transportation, storage and processing centers, and IT supporting services, among others.
Income generated from the use of warehouses,
cargo loading and unloading, railway and highway transportation and logistics services and other logistics supporting services
is expected to be the main source of our expected income upon completion of the entire logistics center. It is also expected that
income from real estate sales and leasing would be a relatively minor portion of our expected income, since we are planning to
sell or lease only a certain portion of our real estate properties, such as office spaces, in the near future for the sole purpose
of recouping our initial capital investment. We plan to use the major area of our real estate properties for the development of
our logistics center, from which our main source of expected income can be derived. These sources of income include, but are not
limited to, the service fees we charge for our clients’ usage of warehouses, online information platform, ship berths, cold-chain
storage, cargo handling, and shipment loading and unloading.
Wuhan Yangtze River Newport Logistics
Center
The Wuhan Yangtze River Newport Logistics
Center (the “Logistics Center”), is expected to be an extensive complex located in Wuhan, the capital of the Hubei
Province of China, a major transportation hub with numerous railways, roads and expressways passing through the city and connecting
to major cities in China, as well as other international centers of commerce and business.
The Logistics Center is expected to
occupy approximately 1,918,000 square meters, for which the construction and development are expected to be completed in three
phases in three years and reach its target maximum annual profit by the end of 2021 assuming the entire funding required for construction
of the Logistics Center of $1.03 billion is in place by 2020 and the Logistics Center is in operation according to our business
plan. The following table illustrates the timeframe of our investment and construction progress.
Time
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Phase
of
Investment/Construction
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Percentage
of Total
Anticipated
Investment/Construction (1)
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Production
Capacity (2)
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1
st
Year (2017)
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1
st
Phase
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40
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%
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30
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%
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2
nd
Year (2018)
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2
nd
Phase
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70
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%
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40
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%
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3
rd
Year (2019)
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3
rd
Phase
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100
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%
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60
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%
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4
th
Year (2020)
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Completed
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100
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%
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75
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%
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5
th
Year (2021)
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Completed
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100
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%
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100
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%
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(1)
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The percentage
of construction in a certain phase reflects the anticipated contribution of the investment
in such particular phase. For example, contribution of 40% of the total investment in
phase 1 will lead to construction of 40% of total value of the Logistics Center.
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(2)
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The
percentage of Production Capacity shows the fraction of the target maximum annual profit
to be earned under the full operation of the Logistics Center. We target to reach our
maximum annual profit by the end of 2021 assuming the entire funding required for construction
of the Logistics Center of $1.03 billion is in place by 2020 and the Logistics Center
is in operation according to our business plan.
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The Logistics Center is projected to
be constructed within the Wuhan Newport Yangluo Port, on the upper stream of the Yangtze River, and close to the northern base
of Wuhan Iron and Steel, China's first mega-sized iron and steel production complex. The Logistics Center is expected to include
a port terminal that will be located approximately 26.5km from the Wuhan Guan and 5.5km from the Yangluo Yangtze River Bridge.
The operation area of the port is expected to consist of a riverbank of 1,039 meters with eight 5,000-to-10,000-ton berths, two
of which are multi-purpose berths and the other six are general cargo berths. It is designed to be able to handle up to 5,000,000
tons of cargo annually, including up to 100,000 TEU for annual container throughput (including 20,000 TEU in freezers areas),
1,000,000 tons of iron and steel and 3,000,000 tons of general cargo.
Within the Logistics Center, functional
areas will be divided into six operating zones: a port operation area, a warehouse and distribution area, a cold chain supply logistics
area, a rail cargo loading area, an exhibition area and a business related area. The Logistics Center will also be complemented
with container storage areas, multi-functional areas, general storage areas, multi-functional warehouse and infrastructural development,
including new roads, gas stations, parking areas, gas and water pipes, electricity lines and all other facilities and equipment
to operate the Logistics Center.
Aside from being situated in the Wuhan
Yangluo Comprehensive Bonded Zone, Yangluo development area is amongst the third group of China’s Pilot Free Trade Zone (FTZ)
applicants to submit FTZ applications to the State Council through the Wuhan municipal government for approval. Thus far, approvals
have been granted to Shanghai, Tianjin, Guangdong and Fujian. Corporations within the approved free trade zones are typically entitled
to a series of favorable regulations and policies that could help the businesses grow and succeed.
Wuhan Newport has signed a twenty-year
lease agreement, the maximum number of years permitted by the applicable PRC laws, and with rights to renew at its sole discretion
effective April 27, 2015 to lease approximately 1,200,000 square meters of land for building logistics warehouses in support of
the Logistics Center. The warehouses are expected to comprise of port terminal zones, warehouse logistics zones, cold chain supply
zones and railroad loading and unloading zones. The warehouses, once constructed, will connect the port terminal along the Yangtze
River and the railways leading to Europe, satisfying the requirements of China’s latest “One Belt One Road”
initiative. It will also be able to support large logistics companies in Wuhan and other nearby provinces, which we anticipate,
will rent the warehouses, terminals and offices within the Logistics Center.
On November 17, 2016, for the purpose
of further funding the construction of our Logistics Center, upon share exchange and conversion described below in “Description
of Business”, we issued an aggregate of 100,000,000 shares of Common Stock of the Company to Wight International Construction,
LLC (“Wight”). As part of the consideration, Wight agreed to procure up to $1 billion of construction financing to
fund the development of our Logistics Center and plans to seek financing of $200 million each year for five years from 2017.
OFFERING SUMMARY
Shares
Offered:
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[●]
shares of common stock
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Shares Outstanding
Prior to the Completion of the Offering:
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272,269,446
shares common stock
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Shares to be
Outstanding After the Offering:
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[●] shares
of common stock.
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Proposed Offering
Price per Share:
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$[●]
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Gross Proceeds
to Us, Net of Underwriting Discount but Before Expenses:
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$38,000,000
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Symbol:
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YERR
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Transfer Agent:
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VStock Transfer, LLC
18 Lafayette Place
Woodmere, NY 11598
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Use of Proceeds
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We
plan to devote the net proceeds of the offering for i) construction of the facilities, including the warehouse, cold-chain
logistics area, and exhibition center; ii) construction of the rail-cargo operating area; iii) construction of the port terminal;
and iv) general working capital to meet the needs of the continued development of the Logistics Center. See the “Use
of Proceeds” section beginning on page 25.
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Risk Factors
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The
common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the
loss of their entire investment. See “Risk Factors” beginning on Page 6.
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Dividend Policy:
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We
have no present plans to declare dividends and plan to retain our earnings to continue to grow our business.
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Corporate information
Our principal executive office is located
at 183 Broadway, Suite 5, New York, NY 10007 and our telephone number is (646) 861-3315. Our website address is www.yerr.com.cn.
The information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration
statement of which it forms a part.
RISK FACTORS
An investment in our common stock involves
a high degree of risk. You should carefully consider the risks described below, together with all of the other information included
in this prospectus, before making an investment decision. If any of the following risks actually occurs, our business, financial
condition or results of operations could suffer. In that case, the trading price of our shares of common stock could decline, and
you may lose all or part of your investment. You should read the section entitled “Cautionary Note Regarding Forward Looking
Statements” below for a discussion of what types of statements are forward-looking statements, as well as the significance
of such statements in the context of this prospectus.
Risks Relating to Our Business
MAJORITY OF OUR BUSINESS, ASSETS AND
OPERATIONS ARE LOCATED IN THE PEOPLE’S REPUBLIC OF CHINA.
The majority of our business, assets
and operations are located in the People’s Republic of China. The economy of the PRC differs from the economies of most
developed countries in many respects. The economy of the PRC has been transitioning from a planned economy to a market-oriented
economy. Although in recent years the PRC’s government has implemented measures emphasizing the utilization of market forces
for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance
in business enterprises, a substantial portion of productive assets in the PRC is still owned by the PRC’s government. In
addition, the PRC’s government continues to play a significant role in regulating industry by imposing industrial policies.
The PRC’s government exercises significant control over the PRC’s economic growth through the allocation of resources,
controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment
to particular industries or companies. Some of these measures benefit the overall economy of the PRC, but may have a negative
effect on us.
ACTIONS
OF GOVERNMENT OR CHANGE OF POLICIES MAY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
We are at
risk from significant and rapid change in the legal systems, regulatory controls, and practices in areas in which we operate.
These affect a wide range of areas including the real estate development approval system, employment practices, transportation,
cargo storage, logistics, financing and sale of the buildings; our property rights; data protection; environment, health and safety
issues; macro-economic policies, central government directions and instructions, China’s Five Year Plan, “One Belt
One Road” initiative; and accounting, taxation and stock exchange regulation. Accordingly, changes to, or violation of,
these systems, controls or practices could increase costs and have material and adverse impacts on the reputation, performance
and financial condition of our development and operation.
WE HAVE SUSTAINED SIGNIFICANT RECURRING
OPERATING LOSSES AND EXPERIENCED NEGATIVE CASH FLOW FOR OPERATIONS SINCE INCEPTION
.
We have sustained
recurring losses and experienced negative cash flow from operations since inception. Since inception, we have focused on developing
and implementing our business plan. As of September 30, 2016, we have generated cumulative losses of approximately $26.4 million
since inception, and we expect to continue to incur losses until 2018. We believe that our existing cash resources will
not be sufficient to sustain operations during the next twelve months. We need to generate revenue and raise funding in order
to sustain our operations and continue to implement our business plan. If we are unable to obtain additional funds when they are
needed or if such funds cannot be obtained on terms acceptable to us, we would likely be unable to execute upon the business plan
or pay expenses as they are incurred, which would have a material, adverse effect on our business, financial condition and results
of operations. The amount of future losses and when, if ever, we will achieve profitability are uncertain.
WE DERIVE THE MAJORITY OF OUR REVENUES
FROM SALES IN THE PRC AND ANY DOWNTURN IN THE CHINESE ECONOMY COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND FINANCIAL
CONDITION.
The majority of our revenues are expected to be generated from sales of our properties and services
in the PRC and we anticipate that revenues from such sales will continue to represent the substantial portion of our total revenues
in the near future. Our sales and earnings can also be affected by changes in the general economy. Our success is influenced by
a number of economic factors which affect consumer income, such as employment levels, business conditions, interest rates, oil
and gas prices and taxation rates. Adverse changes in these economic factors, among others, may restrict consumer spending, thereby
negatively affecting our sales and profitability.
WE ARE SUBJECT TO EXTENSIVE GOVERNMENT
REGULATION THAT COULD CAUSE US TO INCUR SIGNIFICANT LIABILITIES OR RESTRICT OUR BUSINESS ACTIVITIES.
Regulatory requirements could cause us
to incur significant liabilities and operating expenses and could restrict our business activities. We are subject to statutes
and rules regulating, among other things, certain developmental matters, building and site design, and matters concerning the protection
of health and the environment. Our operating expenses may be increased by governmental regulations, such as building permit allocation
ordinances and impact and other fees and taxes that may be imposed to defray the cost of providing certain governmental services
and improvements. Any delay or refusal from government agencies to grant us necessary licenses, permits, and approvals could have
an adverse effect on our operations.
OUR SALES WILL BE AFFECTED IF MORTGAGE
FINANCING BECOMES MORE COSTLY OR OTHERWISE BECOMES LESS ATTRACTIVE.
Certain purchasers of our properties
are expected to rely on mortgages to finance their purchases. An increase in interest rates may significantly increase the cost
of mortgage financing, thus affecting the affordability of our properties. The PRC’s government and commercial banks may
also increase the down payment requirement, impose other conditions or otherwise change the regulatory framework in a manner that
would make mortgage financing unavailable or unattractive to potential property purchasers. If the availability or attractiveness
of mortgage financing is reduced or limited, many of our prospective customers may not be able to purchase our properties and,
as a result, our business, liquidity and results of operations could be adversely affected.
THE PRACTICE OF PRE-SELLING PROJECTS
MAY EXPOSE US TO SUBSTANTIAL LIABILITIES.
It is common practice by property developers
in China to pre-sell properties (while still under construction), which involves certain risks. For example, we may fail to
complete a property development that may have been fully or partially pre-sold, which would leave us liable to purchasers of pre-sold
units for losses suffered by them without adequate resources to pay the liability if funds have been used on the project. In addition,
if a pre-sold property development is not completed on time, the purchasers of pre-sold units may be entitled to compensation for
late delivery. If the delay extends beyond a certain period, the purchasers may be entitled to terminate the pre-sale agreement
and pursue a claim for damages that exceeds the amount paid and our ability to recoup the resulting liability from future sales.
WE ARE DEPENDENT ON THIRD-PARTY SUBCONTRACTORS,
MANUFACTURERS, AND DISTRIBUTORS FOR ALL ARCHITECTURE, ENGINEERING AND CONSTRUCTION SERVICES, AND CONSTRUCTION MATERIALS. A DISCONTINUED
SUPPLY OF SUCH SERVICES AND MATERIALS WILL ADVERSELY AFFECT OUR PROJECTS.
We are dependent on third-party subcontractors,
manufacturers, and distributors for all architecture, engineering and construction services, and construction materials. A discontinued
supply of such services and materials will adversely affect our construction projects and the success of the Company.
WE MAY BE ADVERSELY AFFECTED BY
FLUCTUATIONS IN THE PRICE OF RAW MATERIALS AND SELLING PRICES OF OUR PROPERTIES.
The land and raw materials that are used
in our projects have experienced significant price fluctuations in the past. There is no assurance that they will not be subject
to future price fluctuations or pricing control. The land and raw materials that are used in our projects may experience price
volatility caused by events such as market fluctuations or changes in governmental programs. The market price of land and raw materials
may also experience significant upward adjustment, if, for instance, there is a material under-supply or over-demand in the market.
These price changes may ultimately result in increases in the selling prices of our properties, and may, in turn, adversely affect
our sales volume, sales, operating income, and net income.
WE FACE INTENSE COMPETITION FROM
OTHER REAL ESTATE DEVELOPERS AND/OR LOGISTICS COMPANIES.
The real estate and logistics industries
in the PRC are both highly competitive. Many of our competitors are well capitalized and have greater financial, marketing, and
other resources than we do. Some of our competitors also have larger land banks, greater economies of scale, broader name recognition,
a longer track record, and more established relationships in certain markets. Competition among property developers may result
in increased costs for the acquisition of land for development, increased costs for raw materials, shortages of skilled contractors,
oversupply of properties, decrease in property prices in certain parts of the PRC, a slowdown in the rate at which new buildings
are approved and/or reviewed by the relevant government authorities and an increase in administrative costs for hiring or retaining
qualified personnel, any of which may adversely affect our business and financial condition. Furthermore, property developers
that are better capitalized than we are may be more competitive in acquiring land through the auction process. If we cannot respond
to changes in market conditions as promptly and effectively as our competitors or effectively compete for land acquisition through
the auction systems and acquire other factors of production, our business and financial condition will be adversely affected.
OVER-SUPPLY OF REAL ESTATE PROPERTIES
COULD HAVE A MATERIAL ADVERSE AFFECT ON OUR RESULTS OF OPERATIONS.
Most of our assets consist of real estate
properties within the premise of our Logistics Center. While our business will primarily revolve around the services provided by
the Logistics Center, we expect to sell and/or lease properties to other businesses to generate revenue. Although we expect the
value of our real estate properties to appreciate upon Yangluo Port’s obtaining the approval of the “Free Trade Zone”
status, risk of property over-supply is increasing in parts of China on a macro-level, where property investment, trading and speculation
have become overly active. We are exposed to the risk that in the event of actual or perceived over-supply, property prices may
fall drastically, and our revenue and profitability will be adversely affected. If we cannot sell or lease our properties at a
favorable price, we may not have the necessary capital resources to fully execute our business plan and therefore our results of
operations will be adversely affected.
WE MAY NOT HAVE SUFFICIENT EXPERIENCE
AS A COMPANY CONDUCTING STORAGE AND PROCESSING SERVICES, INFORMATION SERVICES AND LOGISTICS FINANCING, OR IN OTHER AREAS REQUIRED
FOR THE SUCCESSFUL IMPLEMENTATION OF OUR BUSINESS PLAN.
We may not
have sufficient experience as a company in conducting storage and processing services, information services, logistics financing
or other areas required for the successful implementation of our business plan. This may result in the Company experiencing
difficulty in adequately operating and growing its business. If our operating or management abilities consistently
perform below expectations, then our business is unlikely to thrive.
WE ARE HEAVILY DEPENDENT
UPON THE SERVICES OF EXPERIENCED PERSONNEL WHO POSSESS SKILLS THAT ARE VALUABLE IN OUR INDUSTRY, AND WE MAY HAVE TO ACTIVELY COMPETE
FOR THEIR SERVICES.
We are heavily dependent upon our ability
to attract, retain and motivate skilled personnel to serve our customers. Many of our personnel possess skills that would be valuable
to all companies engaged in our industry. Consequently, we expect that we will have to actively compete for these employees. Some
of our competitors may be able to pay our employees more than we are able to pay to retain them. Our ability to profitably operate
is substantially dependent upon our ability to locate, hire, train and retain our personnel. There can be no assurance that we
will be able to retain our current personnel, or that we will be able to attract and assimilate other personnel in the future.
If we are unable to effectively obtain and maintain skilled personnel, the development and quality of our services could be materially
impaired.
DEFAULTING ON BANK LOANS COULD HAVE
A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS
We plan to develop a full-service logistics
center using the properties we have obtained land-use rights to. To finance the development, part of Company’s properties
held for development and land lots under development have been pledged as collateral for financial institution loans. As of June
30, 2016, we have an outstanding loan payable to China Construction Bank totaling $43,405,626. The loan has a maturity date of
May 29, 2020 and carries a weighted-average fixed annual interest rate of 5.936%. The secured bank loan with China Construction
Bank contains certain protective contractual provisions that limit our activities in order to protect the lender. The risk of
default may increase in the event of an economic downturn or due to our failure to successfully execute our business plan. Defaulting
on our bank loans could result in loss of our collateralized assets and cause a material adverse effect on our results of operations.
WE HAVE LIMITED INSURANCE COVERAGE AGAINST
DAMAGES OR LOSS WE MIGHT SUFFER.
We do not carry business interruption insurance
and therefore any business disruption or natural disaster could result in substantial damages or losses to us. In addition, there
are certain types of losses (such as losses from forces of nature) that are generally not insured because either they are uninsurable
or insurance cannot be obtained on commercially reasonable terms. Should an uninsured loss or a loss in excess of insured limits
occur, our business could be materially adversely affected. If we were to suffer any losses or damages to our properties, our business,
financial condition and results of operations would be materially and adversely affected.
OUR OPERATING COMPANIES MUST COMPLY
WITH ENVIRONMENTAL PROTECTION LAWS THAT COULD ADVERSELY AFFECT OUR PROFITABILITY.
We are required to comply with the
environmental protection laws and regulations promulgated by the national and local governments of the PRC. Some of these regulations
govern the level of fees payable to government entities providing environmental protection services and the prescribed standards
relating to construction. Although construction technologies allow us to efficiently control the level of pollution resulting
from our construction process, due to the nature of our business, wastes are unavoidably generated in the process. If we fail
to comply with any of the environmental laws and regulations of the PRC, depending on the type and severity of the violation,
we may be subject to, among other things, warnings from relevant authorities, imposition of fines, specific performance and/or
criminal liability, forfeiture of profits made, or an order to close down our business operations and suspension of relevant permits.
THE OPERATING HISTORIES OF OUR OPERATING
COMPANIES MAY NOT SERVE AS ADEQUATE BASES TO JUDGE OUR FUTURE PROSPECTS AND RESULTS OF OPERATIONS.
The operating histories of Wuhan Newport
may not provide a meaningful basis for evaluating our business following consummation of the Second Share Exchange. Although
the business of Wuhan Newport has grown rapidly since its inception, we cannot guarantee that we can achieve profitability or
that we will have net profit in the future. We will encounter risks and difficulties that companies at a similar stage of development
frequently experience, including the potential failure to:
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obtain sufficient working capital to support our development and construction;
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manage our expanding operations and continue to meet customers’ demands;
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maintain adequate control of our expenses allowing us to realize anticipated income growth;
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implement, adapt and modify our property development, sales, and business strategies as needed;
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successfully integrate any future acquisitions; and
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anticipate and adapt to changing conditions in the real estate industry resulting from changes in government regulations, mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.
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If we are not successful in addressing
any or all of the foregoing risks, our business may be materially and adversely affected.
WE MAY NOT BE ABLE TO SUCCESSFULLY EXECUTE
OUR BUSINESS STRATEGY, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF OPERATIONS.
Since China is a large and diverse
market, consumer trends and demands can vary significantly by region and Wuhan Newport’s experience in the markets in which
it currently operates may not be applicable in other parts of China. As a result, we may not be able to leverage Wuhan Newport’s
experience to fully execute our business strategy and plan. When we enter new markets, we may face intense competition from companies
with greater experience or a more established presence in the targeted geographical areas or from other companies with similar
business strategies. Therefore, we may not be able to adequately grow our sales due to intense competitive pressures and/or the
substantial costs involved.
OUR FAILURE TO EFFECTIVELY MANAGE
GROWTH MAY CAUSE A DISRUPTION OF OUR OPERATIONS RESULTING IN THE FAILURE TO GENERATE REVENUE AT THE LEVELS WE EXPECT.
In order to maximize potential growth
in Wuhan Newport’s current and potential markets, we believe that we must be able to sell our properties and obtain clients
to use the services provided by our Logistics Center to ensure the sustainable development capability of the Company and to maintain
our operations. This strategy may place a significant strain on our management and our operational, accounting, and information
systems. We expect that we will need to continue to improve our financial controls, operating procedures, and management information
systems. We will also need to effectively train, motivate, and manage our employees. Our failure to effectively manage our operations
could prevent us from generating the revenues we expect and therefore have a material adverse effect on the results of our operations.
IF WE NEED ADDITIONAL CAPITAL TO FUND
OUR FUTURE OPERATIONS, WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT CAPITAL AND MAY BE FORCED TO LIMIT THE SCOPE OF OUR OPERATIONS.
If adequate additional financing is not
available on reasonable terms, we may not be able to undertake ongoing real estate construction or continue to develop and expand
the services of our Logistics Center, which may as a result impact our cash flow and we would have to modify our business plans
accordingly. There is no assurance that additional financing will be available to us.
In connection with our growth strategies,
we may experience increased capital needs and accordingly, we may not have sufficient capital to fund our future operations without
additional capital investments. Our capital needs will depend on numerous factors, including (i) our profitability; (ii) the development
of competitive projects undertaken by our competition; and (iii) the level of our investment in construction and development. We
cannot assure you that we will be able to obtain capital in the future to meet our needs.
If we cannot obtain additional funding,
we may be required to: (i) limit our operations and expansion; (ii) limit our marketing efforts; and (iii) decrease or eliminate
capital expenditures. Such reductions could have a materially adverse effect on our business and our ability to compete.
Even if we do find a source of additional
capital, we may not be able to negotiate terms and conditions for receiving such additional capital that are favorable to us.
Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing
shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences
and privileges senior to the common stock offered hereof. We cannot give you any assurances that any additional financing will
be available to us, or if available, will be on terms favorable to us.
WE MAY NEED ADDITIONAL EMPLOYEES TO
MEET OUR OPEARATIONAL NEEDS.
Our future success also depends upon
our ability to attract and retain highly qualified personnel. We may need to hire additional managers and employees with industry
experience from time to time, and our success will be highly dependent on our ability to attract and retain skilled management
personnel and other employees. There can be no assurance that we will be able to attract or retain highly qualified personnel.
Competition for skilled personnel in the real estate and logistics industries is significant. This competition may make it more
difficult and expensive to attract, hire and retain qualified managers and employees.
WE WILL INCUR SIGNIFICANT COSTS TO ENSURE
COMPLIANCE WITH UNITED STATES CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS.
We will incur significant costs associated
with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including
requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. We expect all of these applicable rules
and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming
and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to
obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract or retain qualified
individuals to serve on our board of directors or as executive officers. We cannot predict or estimate the amount of additional
costs we may incur or the timing of such costs.
WE HAVE IDENTIFIED MATERIAL WEAKNESSES
IN OUR INTERNAL CONTROL OVER FINANCIAL REPORTING WHICH HAVE RESULTED IN MATERIAL MISSTATEMENTS IN OUR PREVIOUSLY ISSUED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015.
We have concluded that there are material
weaknesses in our internal control over financial reporting for the fiscal year ended December 31, 2015, as we did not maintain
effective controls over the selection and application of GAAP related to classification of capital transactions. Specifically,
the members of our management team with the requisite level of accounting knowledge, experience and training commensurate with
our financial reporting requirements did not analyze certain accounting issues at the level of detail required to ensure the proper
application of GAAP in certain circumstances. These material weaknesses resulted in the restatement of our financial statements
for the year ended December 31, 2015. Our management concluded that the Company’s previously issued financial statements
for the year ended December 31, 2015 should no longer be relied upon. In light of the errors, management re-evaluated its assessment
of our disclosure controls and procedures and internal control over financial reporting as of December 31, 2015 and concluded
each was ineffective as of December 31, 2015.
A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.
Management identified the following material weaknesses in its
assessment of the effectiveness of internal control over financial reporting as of December 31, 2015:
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Lack
of adequate policies and procedures in internal audit function, which resulted in: (1) lack of communication between the internal
audit department and the Audit Committee and the Board of Directors; (2) insufficient internal audit work to ensure that the
Company’s policies and procedures have been carried out as planned;
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Lack
of sufficient full-time accounting staff in our accounting department that have experience and knowledge in identifying and
resolving complex accounting issues under U.S. Generally Accepted Accounting Principles (“GAAP”); and
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Lack
of sufficient accounting personnel which would provide segregation of duties within our internal control procedures to support
the accurate reporting of our financial results.
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Any actions we have taken or may take
to address the material weaknesses we had for the fiscal year ended December 31, 2015 are subject to continued management review
supported by testing, as well as oversight by the Audit Committee of our Board of Directors. Although we believe that the steps
we have taken sufficiently remediate the material weaknesses we had for the fiscal year ended December 31, 2015, we cannot assure
you that these material weaknesses will not occur in the future and that we will be able to remediate such weaknesses in a timely
manner, which could impair our ability to accurately and timely report our financial position, results of operations or cash flows.
If our remedial measures are again insufficient to address the material weaknesses, or if additional material weaknesses or significant
deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial
statements may contain material misstatements and we could be required to further restate our financial results. In addition,
if we are unable to successfully remediate the material weaknesses in our internal controls or if we are unable to produce accurate
and timely financial statements, our stock price may be adversely affected and we may be unable to maintain compliance with applicable
stock exchange listing requirements.
OUR CERTIFICATES,
PERMITS, AND LICENSES RELATED TO OUR OPERATIONS ARE SUBJECT TO GOVERNMENTAL CONTROL AND RENEWAL, AND FAILURE TO OBTAIN OR RENEW
SUCH CERTIFICATES, PERMITS, AND LICENSES WILL CAUSE ALL OR PART OF OUR OPERATIONS TO BE TERMINATED.
Our operations
require licenses, permits and, in some cases, renewals of these licenses and permits from various governmental authorities in
the PRC. Our ability to obtain, maintain, or renew such licenses and permits on acceptable terms is subject to change, as are,
among other things, the regulations and policies of applicable governmental authorities.
If our land
use permits are revoked or suspended or we are unable to renew the permits for any reason, we cannot assure you that our business
operations will not be stopped and, accordingly, our financial performance would be adversely affected.
IF THE
LEGALITY OR VALIDITY OF OUR LEASE OF THE COLLECTIVE-OWNED LAND USE RIGHTS IS CHALLENGED, THERE MAY BE DISRUPTION TO THE DEVELOPMENT
OF THE LAND AND SUCH DISRUPTION COULD HAVE A MATERIALLY ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS.
We leased collective-owned land use
rights from the Chunfeng Villagers’ Committees. The right to operate and manage such land is vested in the relevant local
villagers’ committee or rural collective leadership who are allowed to divide the land into parcels and contracts the rights
to operate such parcels of land to individual farmer households or, subject to the approval of local governments and the requisite
vote of the farmer households, to any entity or person outside that village or rural collective.
Any change in law and the administrative
system could render our lease unenforceable. According to the PRC Law on Land Administration, all lands in the PRC are either
state-owned or collectively owned. Generally, lands in the urban areas of a city or town are state-owned, whereas lands in the
rural areas of a city or town and all rural lands are, unless otherwise specified by law, collectively owned. When required, the
state has the right to reclaim the collectively owned lands in accordance with law if such reclaim is beneficial to the public.
Additionally, the lease may subject
to the preemptive rights of other farmers in the same village or rural collective. If the preemptive rights are not exercised
within two months from the date on which we start using the parcels of land, it is very likely that the PRC courts will not enforce
such preemptive rights. As of the date of this prospectus, two months or more have passed since we started using the land we leased
from Chunfeng villagers’ committee and we have not received any claim from person purporting to assert the pre-emption rights.
If the legality or validity of our leases become subject to disputes or challenges, we may need to
suspend at least part of our constructions on the respective land areas. We may incur costs and losses if we are required to remove
our improvements, such as buildings and facilities that we have constructed or purchased. We could also lose our rights to use
the land and our business, financial condition and results of operations could be materially and adversely affected.
OUR FACILITIES
AND INVENTORY MAY BE AFFECTED BY FIRE OR NATURAL CALAMITIES. OUR OPERATIONS ARE ALSO SUBJECT TO THE RISK OF POWER OUTAGES, EQUIPMENT
FAILURES OR LABOR DISTURBANCES AND OTHER BUSINESS INTERRUPTIONS. WE HAVE LIMITED INSURANCE COVERAGE AND DO NOT CARRY ANY BUSINESS
INTERRUPTION INSURANCE.
A fire, floods
or other natural calamity may result in significant damage to our production facilities and inventory. Our operations are subject
to risks of various business interruptions, including power outages, equipment failures or disturbances from labor unrest. If
we are unable to obtain timely replacements of damaged inventory or equipment, or if we are unable to find an acceptable contract
manufacturer in the event our production facilities are damaged by a catastrophic event, then major disruptions to our production
would result, which would have significant adverse effect on our operations and financial results. Our property insurance may
not be sufficient to cover damages to our production facilities, and we do not carry any business interruption insurance covering
lost profits as a result of the disruption to our production.
Risks Relating to Doing Business in China
IF OUR LAND USE RIGHTS ARE REVOKED,
WE WOULD HAVE NO OPERATIONAL CAPABILITIES.
Under the PRC law, land is owned by
the state or rural collective economic organizations. The state issues to tenants the rights to use property. Use rights can be
revoked and the tenants may be forced to vacate at any time when redevelopment of the land is in the public interest. The public
interest rationale is interpreted quite broadly and the process of land appropriation may be less than transparent. If this happens,
we may be forced to (i) delay the construction of commercial facilities or (ii) curtail or cease construction on that land. We
relied on these land use rights as the cornerstone of our operations, and the loss of such rights would have a material adverse
effect on our business and results of operation.
IN THE EVENT THE ACQUISITION OF WUHAN
NEWPORT BY RICOFELIZ REQUIRES MOFCOM’S APPROVAL AND WE ARE NOT ABLE TO OBTAIN SUCH APPROVAL, THE ACQUISITION MAY BE UNWOUND.
On August 8, 2006, the PRC Ministry
of Commerce (“
MOFCOM
”), the State Assets Supervision and Administration Commission, the State Administration
for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission and the State Administration
of Foreign Exchange jointly promulgated the Provisions on the Acquisition of Domestic Enterprises by Foreign Investors (the “
M&A
Rules
”), as amended by the Ministry of Commerce of the PRC on June 22, 2009. The M&A Rules require that a merger
and acquisition of a domestic company with a “related party relationship” by a domestic company, enterprise or natural
person in the name of an overseas company legitimately incorporated or controlled by the domestic company, enterprise or natural
person shall be subject to examination and approval by MOFCOM. However, there is no definition or explanation of what constitutes
a “related party relationship” in the M&A Rules, and, as a result, we are uncertain as to the interpretation of
the M&A Rules with regard to the existing relationship between Mr. Xiangyao Liu, Ricofeliz and Wuhan Newport at the moment
immediately before the acquisition of Wuhan Newport by Ricofeliz. If such relationship is considered as a “related party
relationship”, the acquisition of Wuhan Newport by Ricofeliz, which has been approved by the local Wuhan Bureau of MOFCOM,
may be subject to the approval of the national MOFCOM. Although M&A Rules have been effective since September 2006, we are
not aware of any precedent for approval by MOFCOM of any related party acquisition conducted by PRC domestic individuals.
Since
there is no clear guidance under the M&A Rules, it is difficult to determine whether MOFCOM or other PRC regulatory agencies
would consider such approval necessary and, if so, whether we would be able to obtain MOFCOM approval, or if we fail to obtain
such approval, what would be the consequence of such failure. Failure to obtain MOFCOM’s approval may result in regulatory
actions or other sanctions (including administrative order to unwind the acquisition) from MOFCOM or other PRC regulatory agencies.
These regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC,
delay or restrict the repatriation of the proceeds from our financing, investment, or operating activities into the PRC, or take
other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation
and prospects.
LABOR LAWS IN THE PRC MAY ADVERSELY
AFFECT OUR RESULTS OF OPERATIONS.
On June 29, 2007, the PRC’s government
promulgated the Labor Contract Law of the PRC, which became effective on January 1, 2008. The Labor Contract Law imposes greater
liabilities on employers and significantly affects the cost of an employer’s decision to reduce its workforce. Further,
the law requires certain terminations be based upon seniority and not merit. In the event that we decide to significantly change
or decrease our workforce, the Labor Contract Law could adversely affect our ability to enact such changes in a manner that is
most advantageous to our business or in a timely and cost-effective manner, thus materially and adversely affecting our financial
condition and results of operations.
WE MAY BE EXPOSED TO LIABILITIES UNDER
THE FOREIGN CORRUPT PRACTICES ACT AND CHINESE ANTI-CORRUPTION LAW.
In connection with this offering, we
will become subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), and other laws that prohibit improper payments
or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined
by the statute for the purpose of obtaining or retaining business. We are also subject to Chinese anti-corruption laws, which
strictly prohibit the payment of bribes to government officials. We have operations, agreements with third parties, and make sales
in China, which may experience corruption. Our activities in China create the risk of unauthorized payments or offers of payments
by one of the employees, consultants or distributors of our company, because these parties are not always subject to our control.
We are in the process of implementing an anticorruption program, which will prohibit the offering or giving of anything of value
to foreign officials, directly or indirectly, for the purpose of obtaining or retaining business. The anticorruption program also
requires that clauses mandating compliance with our policy be included in all contracts with foreign sales agents, sales consultants
and distributors and that they certify their compliance with our policy annually. It further requires that all hospitality involving
promotion of sales to foreign governments and government-owned or controlled entities be in accordance with specified guidelines.
In the meantime, we believe to date we have complied in all material respects with the provisions of the FCPA and Chinese anti-corruption
laws. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants
and/or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese
anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could
negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company
liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.
UNCERTAINTIES WITH RESPECT TO THE
PRC’S LEGAL SYSTEM COULD ADVERSELY AFFECT US.
We conduct a substantial amount of our
business through our subsidiary in China. Our operations in China are governed by PRC laws and regulations. Our PRC subsidiary
is generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws and regulations
applicable to wholly foreign-owned enterprises. The PRC legal system is based on statutes. Prior court decisions may be cited for
reference but have limited precedential value.
Since 1979, PRC legislation and regulations
have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed
a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities
in China. In particular, because some of these laws and regulations are relatively new, and because of the limited volume of published
decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties.
In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on
a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies
and rules until sometime after the violation. In addition, any litigation in China may be protracted and result in substantial
costs and diversion of resources and management attention.
GOVERNMENTAL CONTROL OF CURRENCY CONVERSION
MAY AFFECT THE VALUE OF YOUR INVESTMENT.
The PRC government imposes controls
on the convertibility of the Renminbi, or “RMB” into foreign currencies and, in certain cases, the remittance of currency
out of China. We receive some revenue and incur some expenses in U.S. dollars but incur other expenses primarily in RMB. Although
our main business is based in mainland China or based in Hong Kong with Chinese operating subsidiaries, some of our business may
require us to use U.S. dollars. We choose quotations based on price competitiveness.
Under our current corporate structure,
our income is primarily derived from dividend payments from our PRC subsidiaries. Shortages in the availability of foreign currency
may restrict the ability of our PRC subsidiary to remit sufficient foreign currency to pay dividends or other payments to us,
or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments
of current account items, including profit distributions, interest payments and expenditures from trade-related transactions can
be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval
from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China
to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also, at its
discretion, restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control
system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends
in foreign currencies to our security-holders.
WE ARE A HOLDING COMPANY AND WE
RELY ON FUNDING FOR DIVIDEND PAYMENTS FROM OUR SUBSIDIARIES, WHICH ARE SUBJECT TO RESTRICTIONS UNDER PRC LAWS.
We are a holding company incorporated
in Nevada and we operate our core businesses through our subsidiary in the PRC. Therefore, the availability of funds for us to
pay dividends to our shareholders and to service our indebtedness depends upon dividends received from such PRC subsidiary. If
our subsidiary incurs debt or losses, its ability to pay dividends or other distributions to us may be impaired. As a result,
our ability to pay dividends and to repay our indebtedness will be restricted. PRC laws require that dividends be paid only out
of the after-tax profit of our PRC subsidiary calculated according to PRC accounting principles, which differ in many aspects
from generally accepted accounting principles in other jurisdictions. PRC laws also require enterprises established in the PRC
to set aside part of their after-tax profits as statutory reserves. These statutory reserves are not available for distribution
as cash dividends. In addition, restrictive covenants in bank credit facilities or other agreements that we or our subsidiary
may enter into in the future may also restrict the ability of our subsidiary to pay dividends to us. These restrictions on the
availability of our funding may impact our ability to pay dividends to our shareholders and to service our indebtedness.
OUR BUSINESS MAY BE MATERIALLY AND
ADVERSELY AFFECTED IF ANY OF OUR PRC SUBSIDIARIES DECLARES BANKRUPTCY OR BECOMES SUBJECT TO A DISSOLUTION OR LIQUIDATION PROCEEDING.
The Enterprise Bankruptcy Law of the
PRC, or the Bankruptcy Law, came into effect on June 1, 2007. The Bankruptcy Law provides that an enterprise will be liquidated
if the enterprise fails to settle its debts as and when they fall due and if the enterprise’s assets are, or are demonstrably,
insufficient to clear such debts.
Our PRC subsidiaries hold certain assets
that are important to our business operations. If our PRC subsidiaries undergo a voluntary or involuntary liquidation proceeding,
unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our
business, which could materially and adversely affect our business, financial condition and results of operations.
According to the SAFE’s Notice
of the State Administration of Foreign Exchange on Further Improving and Adjusting Foreign Exchange Administration Policies for
Direct Investment, effective on December 17, 2012, and the Provisions for Administration of Foreign Exchange Relating to Inbound
Direct Investment by Foreign Investors, effective May 13, 2013, if our PRC subsidiaries undergo a voluntary or involuntary liquidation
proceeding, prior approval from the SAFE for remittance of foreign exchange to our shareholders abroad is no longer required,
but we still need to conduct a registration process with the SAFE local branch. It is not clear whether “registration”
is a mere formality or involves the kind of substantive review process undertaken by SAFE and its relevant branches in the past.
FLUCTUATIONS IN EXCHANGE RATES COULD
ADVERSELY AFFECT OUR BUSINESS AND THE VALUE OF OUR SECURITIES.
Changes in the value of the RMB against
the U.S. dollar, Euro and other foreign currencies are affected by, among other things, changes in China’s political and
economic conditions. Any significant revaluation of the RMB may have a material adverse effect on our revenues and financial condition,
and the value of, and any dividends payable on our shares in U.S. dollar terms. For example, to the extent that we need to convert
U.S. dollars we receive from our offering into RMB for our operations, appreciation of the RMB against the U.S. dollar would have
an adverse effect on the RMB amount we would receive from the conversion. Conversely, if we decide to convert our RMB into U.S.
dollars for the purpose of paying dividends on our common stock or for other business purposes, appreciation of the U.S. dollar
against the RMB would have a negative effect on the U.S. dollar amount available to us.
Since July 2005, the RMB is no longer
pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent
significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against
the U.S. dollar in the medium to long term. Moreover, it is possible that in the future, PRC authorities may lift restrictions
on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.
Very limited hedging transactions are available
in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While
we may enter into hedging transactions in the future, the availability and effectiveness of these transactions may be limited,
and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified
by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies.
IF WE BECOME DIRECTLY SUBJECT TO THE
RECENT SCRUTINY, CRITICISM AND NEGATIVE PUBLICITY INVOLVING U.S.-LISTED CHINESE COMPANIES, WE MAY HAVE TO EXPEND SIGNIFICANT RESOURCES
TO INVESTIGATE AND RESOLVE THE MATTER WHICH COULD HARM OUR BUSINESS OPERATIONS, THIS OFFERING AND OUR REPUTATION AND COULD RESULT
IN A LOSS OF YOUR INVESTMENT IN OUR SHARES, ESPECIALLY IF SUCH MATTER CANNOT BE ADDRESSED AND RESOLVED FAVORABLY.
Recently, U.S. public companies that have
substantially all of their operations in China, have been the subject of intense scrutiny, criticism and negative publicity by
investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity
has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting, inadequate
corporate governance policies or a lack of adherence thereto and, in some cases, allegations of fraud. As a result of the scrutiny,
criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value
and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement
actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide
scrutiny, criticism and negative publicity will have on our company, our business and this offering. If we become the subject of
any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources
to investigate such allegations and/or defend the Company. This situation may be a major distraction to our management. If such
allegations are not proven to be groundless, our company and business operations will be severely hampered and your investment
in our shares could be rendered worthless.
CERTAIN POLITICAL AND ECONOMIC CONSIDERATIONS
RELATING TO THE PRC COULD ADVERSELY AFFECT OUR COMPANY.
While the PRC’s government has
pursued economic reforms since its adoption of the open-door policy in 1978, a large portion of the PRC’s economy is still
operating under five-year plans and annual state plans. Through these plans and other economic measures, such as control on foreign
exchange, taxation and restrictions on foreign participation in the domestic market of various industries, the PRC’s government
exerts considerable direct and indirect influence on the economy. Many of the economic reforms carried out by the PRC’s
government are unprecedented or experimental, and are expected to be refined and improved. Other political, economic and social
factors can also lead to further readjustment of such reforms. This refining and readjustment process may not necessarily have
a positive effect on our operations or future business development. Our operating results may be adversely affected by changes
in the PRC’s economic and social conditions as well as by changes in the policies of the PRC government, such as changes
in laws and regulations (or the official interpretation thereof), measures which may be introduced to control inflation, changes
in the interest rate or method of taxation, and the imposition of restrictions on currency conversion in addition to those described
below.
SINCE MOST OF OUR ASSETS ARE LOCATED
IN PRC, ANY DIVIDENDS OF PROCEEDS FROM LIQUIDATION WILL BE SUBJECT TO THE APPROVAL OF THE RELEVANT CHINESE GOVERNMENT AGENCIES.
Our operating assets are located inside
the PRC. Under the laws governing Foreign Invested Enterprise (“FIE”) in the PRC, dividend distribution and liquidation
are allowed but subject to special procedures under the relevant laws and rules. Any dividends of proceeds from liquidation will
be paid through Wuhan Newport, our PRC subsidiary, which is subject to the decision of the board of directors and subject to foreign
exchange rules governing such repatriation. Any liquidation of a FIE is subject to the relevant commerce authority’s approval,
registration in relevant Administration for Industry and Commerce and supervision as well as the foreign exchange control. Though
the dividends of proceeds from liquidation can be remitted out of China to the investor after they have been approved by the commerce
authority and SAFE, we cannot assure that we can always obtain such approvals. This may generate additional risk for our investors
in case of dividend payment and liquidation.
IT MAY BE DIFFICULT TO EFFECT SERVICE
OF PROCESS AND ENFORCEMENT OF LEGAL JUDGMENTS UPON OUR COMPANY AND OUR OFFICERS AND DIRECTORS BECAUSE THEY RESIDE OUTSIDE THE UNITED
STATES.
As our operations are based in the PRC
and a majority of our directors and officers reside in the PRC, service of process on the Company and such foreign directors and
officers may be difficult to effect within the United States. Also, our main assets are located in the PRC and any judgment obtained
in the United States against us may not be enforceable outside the United States.
THE CHINESE GOVERNMENT EXERTS SUBSTANTIAL
INFLUENCE OVER THE MANNER IN WHICH WE MUST CONDUCT OUR BUSINESS ACTIVITIES.
We are dependent on our relationship with
the local government in the provinces in which we operate our business. The Chinese government has exercised and continues to exercise
substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate
in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations,
land use rights, property and other matters. We believe that Wuhan Newport’s operations in China are in material compliance
with all applicable legal and regulatory requirements. However, the central or local governments of these jurisdictions may impose
new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on
our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including
any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or
local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or
particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.
Future inflation in China may inhibit
our ability to conduct business in China. In recent years, the Chinese economy has experienced periods of rapid expansion and
high rates of inflation. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our
properties rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect
on profitability. These factors have led to the adoption by Chinese government, from time to time, of various corrective measures
designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause
the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity
in China, and thereby harm the market for our products.
OUR SALES AND
OPERATING REVENUES COULD DECLINE DUE TO MACRO-ECONOMIC AND OTHER FACTORS OUTSIDE OF OUR CONTROL, SUCH AS CHANGES IN CLIENT CONFIDENCE
AND DECLINES IN EMPLOYMENT LEVELS.
The real estate and logistics markets
in China are susceptible to fluctuations in economic conditions. Our business substantially depends on the prevailing economic
conditions in China. Changes in national and regional economic conditions, as well as local economic conditions where we conduct
our operations and where prospective purchasers of the Company’s properties live, may result in more caution on the part
of market participants and consequently fewer purchases. These economic uncertainties involve, among other things, conditions
of supply and demand in local markets and changes in client confidence and income, employment levels, and government regulations.
These risks and uncertainties could periodically have an adverse effect on consumer demand for and the pricing of our homes, which
could cause our operating revenues to decline. A reduction in our revenues could in turn negatively affect the market price of
our securities.
LIMITATIONS
ON CHINESE ECONOMIC MARKET REFORMS MAY DISCOURAGE FOREIGN INVESTMENT IN CHINESE BUSINESSES.
The value of investments
in Chinese businesses could be adversely affected by political, economic and social uncertainties in China. The economic reforms
introduced in China in recent years are regarded by China’s national government as a way to introduce economic market forces
into China. Given the overriding desire of the national government leadership to maintain stability in China amid rapid social
and economic changes in the country, the economic market reforms of recent years could be slowed, or even reversed.
PRC REGULATIONS RELATING TO THE ESTABLISHMENT
OF OFFSHORE SPECIAL PURPOSE COMPANIES BY PRC RESIDENTS MAY SUBJECT OUR PRC RESIDENT SHAREHOLDERS TO PENALTIES AND LIMIT OUR ABILITY
TO INJECT CAPITAL INTO OUR PRC SUBSIDIARIES, LIMIT OUR PRC SUBSIDIARIES’ ABILITY TO DISTRIBUTE PROFITS TO US, OR OTHERWISE
ADVERSELY AFFECT US.
The SAFE promulgated the Notice on Relevant
Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles,
or Notice 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with
their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition,
such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material
events relating to material change of capitalization or structure of the PRC resident itself (such as capital increase, capital
reduction, share transfer or exchange, merger or spin off). As of November 21, 2016, Mr. Xiangyao Liu, Mr. Linyu Chen and Mr.
Long Zhao who are Chinese residents have completed the registration with SAFE under this Notice.
FAILURE TO COMPLY WITH THE INDIVIDUAL
FOREIGN EXCHANGE RULES RELATING TO THE OVERSEAS DIRECT INVESTMENT OR THE ENGAGEMENT IN THE ISSUANCE OR TRADING OF SECURITIES OVERSEAS
BY OUR PRC RESIDENT STOCKHOLDERS MAY SUBJECT SUCH STOCKHOLDERS TO FINES OR OTHER LIABILITIES.
Other than Notice 37, our ability to conduct
foreign exchange activities in the PRC may be subject to the interpretation and enforcement of the Implementation Rules of the
Administrative Measures for Individual Foreign Exchange promulgated by SAFE in January 2007 (as amended and supplemented, the
“
Individual Foreign Exchange Rules
”). Under the Individual Foreign Exchange Rules, any PRC individual seeking
to make a direct investment overseas or engage in the issuance or trading of negotiable securities or derivatives overseas must
make the appropriate registrations in accordance with SAFE provisions. PRC individuals who fail to make such registrations may
be subject to warnings, fines or other liabilities.
We may not be fully informed of the identities
of all our beneficial owners who are PRC residents. For example, because the investment in or trading of our shares will happen
in an overseas public or secondary market where shares are often held with brokers in brokerage accounts, it is unlikely that we
will know the identity of all of our beneficial owners who are PRC residents. Furthermore, we have no control over any of our future
beneficial owners and we cannot assure you that such PRC residents will be able to complete the necessary approval and registration
procedures required by the Individual Foreign Exchange Rules.
It is uncertain how the Individual Foreign
Exchange Rules will be interpreted or enforced and whether such interpretation or enforcement will affect our ability to conduct
foreign exchange transactions. Because of this uncertainty, we cannot be sure whether the failure by any of our PRC resident stockholders
to make the required registration will subject our PRC subsidiaries to fines or legal sanctions on their operations, delay or restriction
on repatriation of proceeds of this offering into the PRC, restriction on remittance of dividends or other punitive actions that
would have a material adverse effect on our business, results of operations and financial condition.
PRC REGULATIONS
RELATING TO ACQUISITIONS OF PRC COMPANIES BY FOREIGN ENTITIES MAY LIMIT OUR ABILITY TO ACQUIRE PRC COMPANIES AND ADVERSELY AFFECT
THE IMPLEMENTATION OF OUR ACQUISITION STRATEGY AS WELL AS OUR BUSINESS AND PROSPECTS.
The PRC State
Administration of Foreign Exchange, or SAFE, issued a public notice in January 2005 concerning foreign exchange regulations on
mergers and acquisitions in China. The public notice states that if an offshore company controlled by PRC’s residents intends
to acquire a PRC company, such acquisition will be subject to strict examination by the relevant foreign exchange authorities.
The public notice also states that the approval of the relevant foreign exchange authorities is required for any sale or transfer
by the PRC’s residents of a PRC company’s assets or equity interests to foreign entities, such as us, for equity interests
or assets of the foreign entities.
In April 2005,
SAFE issued another public notice further explaining the January notice. In accordance with the April notice, if an acquisition
of a PRC company by an offshore company controlled by PRC residents has been confirmed by a Foreign Investment Enterprise Certificate
prior to the promulgation of the January notice, the PRC residents must each submit a registration form to the local SAFE branch
with respect to their respective ownership interests in the offshore company, and must also file an amendment to such registration
if the offshore company experiences material events, such as changes in the share capital, share transfer, mergers and acquisitions,
spin-off transactions or use of assets in China to guarantee offshore obligations.
On May 31, 2007,
SAFE issued another official notice known as “Circular 106,” which requires the owners of any Chinese company to obtain
SAFE’s approval before establishing any offshore holding company structure to facilitate foreign financing or subsequent
acquisitions in China.
If we decide to
acquire a company organized under the laws of the PRC, we cannot assure investors that we or the owners of such company, as the
case may be, will be able to obtain the necessary approvals, filings and registrations for the acquisition. This may restrict our
ability to implement our acquisition strategy and adversely affect our business and prospects.
CAPITAL OUTFLOW POLICIES IN CHINA MAY
HAMPER OUR ABILITY TO REMIT INCOME TO THE UNITED STATES AND RESTRICTIONS ON CURRENCY EXCHANGE MAY LIMIT OUR ABILITY TO UTILIZE
OUR REVENUES EFFECTIVELY.
The PRC’s government imposes
controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China.
We receive all of our revenue in RMB. Under our current corporate structure, our U.S. holding company may rely on dividend payments
from our PRC subsidiary to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations,
payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange
transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange (“SAFE”)
by complying with certain procedural requirements. Therefore, our PRC subsidiary is able to pay dividends in foreign currencies
to us without prior approval from SAFE by complying with certain procedural requirements. However, approval from or registration
with appropriate government authorities is required where RMB is to be converted into a foreign currency and remitted out of China
to pay capital expenses such as the repayment of loans denominated in foreign currencies. This could affect the ability of our
PRC subsidiary to obtain foreign exchange through debt or equity financings, including by means of loans or capital contributions
from us. In the future, the PRC government may also, at its discretion, restrict access to foreign currencies for current account
transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign
currency demands, we may not be able to pay dividends in foreign currencies to our stockholders.
The majority of our revenues and operating
expenses are denominated in RMB. The PRC government imposes controls on the convertibility of the RMB into foreign currencies
and, in certain cases, the remittance of currency out of China. Pursuant to the Foreign Currency Administration Rules, promulgated
on January 29, 1996 and amended on January 14, 1997, and various regulations issued by SAFE and other relevant PRC government
authorities, RMB is freely convertible only to the extent of current account items, such as trade-related receipts and payments,
interest and dividends. Capital account items, such as direct equity investments, loans and repatriation of investments, require
the prior approval from SAFE or its local branch for conversion of RMB into a foreign currency such as U.S. dollars, and remittance
of the foreign currency outside the PRC. Shortages in the availability of foreign currency may restrict the ability of our PRC
subsidiary to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy its foreign currency-denominated
obligations. Currently, each of our PRC subsidiary and affiliates may purchase foreign exchange for settlement of “current
account transactions,” including payment of dividends to us and payment of licensing fees and service fees to foreign licensors
and service providers, without the approval of SAFE. However, approval from the SAFE or its local branch is required where RMB
is to be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated
in foreign currencies.
BECAUSE OUR
FUNDS ARE HELD IN BANKS THAT DO NOT PROVIDE INSURANCE, THE FAILURE OF ANY BANK IN WHICH WE DEPOSIT OUR FUNDS MAY AFFECT OUR ABILITY
TO CONTINUE TO OPERATE.
Banks and other
financial institutions in the PRC do not provide insurance for funds held on deposit. As a result, in the event of a bank failure,
we may not have access to funds on deposit. Depending upon the amount of money we maintain in a bank that fails, our inability
to have access to our cash may impair our operations, and, if we are not able to access funds to pay our suppliers, employees and
other creditors, we may be unable to continue to operate.
IF WE ARE UNABLE
TO OBTAIN BUSINESS INSURANCE IN THE PRC, WE MAY NOT BE PROTECTED FROM RISKS THAT ARE CUSTOMARILY COVERED BY INSURANCE IN THE UNITED
STATES.
Business insurance
is not readily available in the PRC. To the extent that we suffer a loss of a type that would normally be covered by insurance
in the United States, such as product liability and general liability insurance, we would incur significant expenses in both defending
any action and in paying any claims that result from a settlement or judgment. We have not obtained fire, casualty and theft insurance,
and there is no insurance coverage for our raw materials, goods and merchandise, furniture or buildings in China. Any losses incurred
by us will have to be borne by us without any assistance, and we may not have sufficient capital to cover material damage to,
or the loss of, our production facility due to fire, severe weather, flood or other causes, and such damage or loss may have a
material adverse effect on our financial condition, business and prospects.
UNDER THE
NEW ENTERPRISE INCOME TAX LAW, WE MAY BE CLASSIFIED AS A “RESIDENT ENTERPRISE” OF CHINA. SUCH CLASSIFICATION MAY RESULT
IN UNFAVORABLE TAX CONSEQUENCES TO US AND OUR NON-PRC SHAREHOLDERS.
China passed
a New Enterprise Income Tax Law, or the New EIT Law, which became effective on January 1, 2008. Under the New EIT Law, an enterprise
established outside of China with de facto management bodies within China is considered a resident enterprise, meaning that it
can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the New
EIT Law define de facto management as “substantial and overall management and control over the production and operations,
personnel, accounting, and properties” of the enterprise. In addition, a circular issued by the State Administration of
Taxation on April 22, 2009 clarified that dividends and other income paid by such resident enterprises will be considered to be
the PRC’s source income and subject to the PRC’s withholding tax. This recent circular also subjects such resident
enterprises to various reporting requirements with the PRC’s tax authorities.
Although substantially
all of our management is currently located in the PRC, it remains unclear whether the PRC’s tax authorities would require
or permit our overseas registered entities to be treated as PRC resident enterprises. We do not currently consider our company
to be an PRC resident enterprise. However, if the PRC’s tax authorities determine that we are a resident enterprise for
the PRC’s enterprise income tax purposes, a number of unfavorable PRC tax consequences may follow. First, we may be subject
to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as the PRC’s enterprise income tax
reporting obligations. This would also mean that income such as interest on offering proceeds and non-China source income would
be subject to the PRC’s enterprise income tax at a rate of 25%. Second, although under the New EIT Law and its implementing
rules, dividends paid to us from our PRC subsidiary would qualify as tax-exempt income, we cannot guarantee that such dividends
will not be subject to a 10% withholding tax, as the PRC authorities responsible for enforcing the withholding tax have not yet
issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for
the PRC’s enterprise income tax purposes. Finally, dividends paid to stockholders with respect to their shares of our common
stock or any gains realized from transfer of such shares may generally be subject to the PRC’s withholding taxes on such
dividends or gains at a rate of 10% if the shareholders are deemed to be non-resident enterprises or at a rate of 20% if the shareholders
are deemed to be non-resident individuals.
PRICE INFLATION
IN CHINA COULD AFFECT OUR RESULTS OF OPERATIONS IF WE ARE UNABLE TO PASS ALONG RAW MATERIAL PRICE INCREASES TO OUR CUSTOMERS.
Inflation
in China has continued to rise over the last few years. Because we purchase raw materials from suppliers in China, price inflation
has caused an increase in the cost of our raw materials. Price inflation may affect the results of our operations if
we are unable to pass along the price increases to our customers. Similarly, the cost of constructing our new facility
and the installation of equipment may increase as a result of these recent inflationary trends, which are expected to continue
for the near future. In addition, if inflation continues to rise in China, China could lose its competitive advantage
as a low-cost manufacturing venue, which may in turn lessen the competitive advantages of our being based in China. Accordingly,
inflation in China may weaken our competitiveness domestically and in international markets.
WE MAY RELY PRINCIPALLY ON DIVIDENDS
AND OTHER DISTRIBUTIONS OF EQUITY PAID BY OUR PRC SUBSIDIARY TO FUND ANY CASH AND FINANCING REQUIREMENTS WE MAY HAVE, AND ANY
LIMITATION ON THE ABILITY OF OUR PRC SUBSIDIARY TO PAY DIVIDENDS TO US COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR ABILITY TO
CONDUCT OUR BUSINESS.
We are a holding company, and we may
rely principally on dividends and other distributions of equity paid by our PRC subsidiary for our cash and financing requirements,
which include the funds necessary to pay dividends and other cash distributions to our stockholders and to service any debt we
may incur. In the future, if our PRC subsidiary incurs debt on its own behalf, the instruments governing the debt may restrict
its ability to pay dividends or make other distributions to us.
Under PRC laws and regulations, our
PRC subsidiary, as a foreign-invested enterprise in the PRC, may pay dividends only out of accumulated profits as determined in
accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise is required to set aside
at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate
amount of such fund reaches 50% of its registered capital. At its discretion, it may allocate a portion of its after-tax profits
based on PRC accounting standards to staff welfare and bonus funds. These reserve funds and staff welfare and bonus funds are
not distributable as cash dividends.
Any limitation on the ability of our PRC
subsidiary to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments
or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.
THE PRC GOVERNMENT MAY ISSUE FURTHER
RESTRICTIVE MEASURES IN THE FUTURE.
We cannot assure you that the PRC’s
government will not issue further restrictive measures in the future. The PRC government’s restrictive regulations and measures
could increase our operating costs in adapting to these regulations and measures, limit our access to capital resources or even
restrict our business operations, which could further adversely affect our business and prospects.
OUR PRC SUBSIDIARY HAS TAKEN THE
POSITION THAT IT IS COMPLIANT WITH THE TAXATION, ENVIRONMENTAL, EMPLOYMENT AND SOCIAL SECURITY RULES OF CHINA, AND IF THAT POSITION
TURNS OUT TO BE WRONG, THEY MAY FACE PENALTIES IMPOSED BY THE PRC GOVERNMENT.
While we believe our PRC subsidiary
has been in compliance with PRC taxation, environmental, employment and social security rules during their operations in China,
we have not obtained letters from the PRC government authorities confirming such compliance. If any PRC government authority takes
the position that there is non-compliance with the taxation, environmental protection, employment and/or social security rules
by our PRC subsidiary, they may be exposed to penalties from PRC government authorities, in which case the operation of our PRC
subsidiary in question may be adversely affected.
IF RELATIONS BETWEEN THE UNITED STATES
AND CHINA WORSEN, OUR STOCK PRICE MAY DECREASE AND WE MAY HAVE DIFFICULTY ACCESSING THE U.S. CAPITAL MARKETS.
At various times during recent years, the
United States and China have had disagreements over political and economic issues. Controversies may arise in the future between
these two countries. Any political or trade conflicts between the United States and China could adversely affect the market price
of our common stock and our ability to access U.S. capital markets.
INTERPRETATION OF PRC LAWS AND REGULATIONS
INVOLVES UNCERTAINTY.
Our core business is conducted within
China and is governed by PRC’s laws and regulations. The PRC’s legal system is based on written statutes, and prior
court decisions can only be used as a reference. Since 1979, the PRC’s government has promulgated laws and regulations in
relation to economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade,
with a view to developing a comprehensive system of commercial law, including laws relating to property ownership and development.
However, due to the fact that these laws and regulations have not been fully developed, and because of the limited volume of published
cases and the non-binding nature of prior court decisions, interpretation of PRC’s laws and regulations involves a degree
of uncertainty. Some of these laws may be changed without immediate publication or may be amended with retroactive effect. Depending
on the government agency or how an application or case is presented to such agency, we may receive less favorable interpretations
of laws and regulations than our competitors, particularly if a competitor has long been established in the locality of, and has
developed a relationship with such agency. In addition, any litigation in China may be protracted and result in substantial costs
and a diversion of resources and management attention. All of these uncertainties may cause difficulties in the enforcement of
our land use rights, entitlements under our permits and other statutory and contractual rights and interests.
OUR COUNTERPARTY’S FAILURE
TO PERFORM UNDER THE ARMADA AGREEMENT COULD MATERIALLY AND
ADVERSLY
AFFECT OUR RESULTS OF OPERATION
AND WE ARE DEPENDANT ON
THE FUNDING TO BE SECURED BY ARMADA.
On October 3, 2016, we entered into
a Contribution, Conveyance and Assumption Agreement (the “Agreement”) and an Addendum to the Agreement (collectively
with the Agreement, the “Armada Agreement”) with Armada Enterprises GP, LLC (“Armada GP” or “Armada”),
to (i) complete certain share exchange and (ii) procure $1,000,000,000 in financing for the logistics project in the Logistics
Center.
Pursuant to
the Armada Agreement, we agreed to issue to Wight International Construction LLC, an entity related to Armada (“Wight”),
a convertible promissory note in the amount of $500,000,000 (the “Note”) that may be convertible into 50,000,000 shares
of our Common Stock. We also agreed to contribute 60,000,000 shares of our Common Stock at $8.33 per share, 50,000,000 of which
will be issued to Armada upon closing (the “Contribution Shares”) and the remaining 10,000,000 (the “Reserve
Shares”) will be reserved to be issued subject to Armada’s fulfillment of its obligation of procuring $1,000,000,000
in construction financing for the Logistics Center to be provided over a 3-year period or Wight’s completion of the construction
of the Logistics Center. The 10,000,000 shares will be otherwise counted as our treasury shares upon Armada’s default on
such obligation. As a result of the Armada Agreement, we may issue up to 110,000,000 shares of Common Stock, at a weighted-average
price of $9.09 per share.
In consideration
of Note, Contribution Shares and Reserve Shares, Wight issued to us 100,000,000 membership units in Wight valued at a minimum
of $10 per unit for an aggregate value of $1,000,000,000, which would convert to limited partnership units in Armada Enterprise
LP, upon Armada’s contribution of Wight to Armada Enterprises LP. Armada also agrees to pay us a non-refundable $2 million
($2,000,000.00) (the “Cash Investment”) by selling and upon the exercise of at least $12 million worth of the warrants issued
by Armada’s subsidiary company, Bim Homes, Inc. Armada plans to convert Bim Homes, Inc. to Armada Enterprises LP, as disclosed
in its 10-Q filed for the period ended June 30, 2016. The Cash Investment will be held by us in escrow as a break-up fee in the
event that Armada does not obtain financing in the amount of at least $50,000,000 to us (the “Break-up Fee”). The
Break-up Fee shall become our working capital for the Logistics Center if the Armada obtains such financing.
Pursuant to
the Agreement, we agreed to also engage Wight as our construction firm for the Logistics Center. Armada will procure up to $1,000,000,000
in construction financing for the completion of the Logistics Center at approximately $200,000,000 of new financing per year for
five years from 2017.
The ability and willingness of Armada
and Wight to perform its obligations under the Armada Agreement will depend on a number of factors that are beyond our control
and may include, among other things, general economic conditions, and the overall financial condition of Armada.
We are dependent on the $1,000,000,000
financing to be secured by Armada to complete the construction of the Logistics Center and execute our business plan. Should Armada
fail to honor its obligations under this Agreement, it may be difficult for us to secure immediate sufficient substitute
financing to continue our business plan. Such failure to perform by Armada could have a material adverse effect on our business,
financial condition, results of operations and cash flows.
Risks Related to Our Offering and
Ownership of Our Common stock
THE MARKET PRICE OF OUR COMMON STOCK
MAY BE VOLATILE OR MAY DECLINE REGARDLESS OF OUR OPERATING PERFORMANCE, AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES AT OR ABOVE
THE OFFERING PRICE.
The offering price for our common stock
will be determined through negotiations between the underwriter and our Company and may vary from the market price of our common
stock following our offering. If you purchase our common stock in our offering, you may not be able to resell those shares at
or above the offering price. We cannot assure you that the offering price of our common stock, or the market price following our
offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time
prior to our offering. The market price of our common stock may fluctuate significantly in response to numerous factors, many
of which are beyond our control, including:
|
·
|
actual or anticipated fluctuations in our revenue and other operating results;
|
|
·
|
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
|
|
·
|
actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
|
·
|
announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
|
|
·
|
price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
|
|
·
|
lawsuits threatened or filed against us; and
|
|
·
|
other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.
|
In addition, the stock markets have experienced
extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many
companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance
of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility.
If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention
of management from our business, and adversely affect our business.
WE HAVE BROAD DISCRETION IN THE USE
OF THE NET PROCEEDS FROM OUR OFFERING AND MAY NOT USE THEM EFFECTIVELY.
To the extent (i) we raise more money
than required for the purposes explained in the section titled “Use of Proceeds” or (ii) we determine that the proposed
uses set forth in that section are no longer in the best interests of our Company, we cannot specify with any certainty the particular
uses of such net proceeds that we will receive from our offering. Our management will have broad discretion in the application
of such net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend
or invest these proceeds in a way with which our stockholders disagree. The failure by our management to apply these funds effectively
could harm our business and financial condition. Pending their use, we may invest the net proceeds from our offering in a manner
that does not produce income or that loses value.
WE DO NOT INTEND TO PAY DIVIDENDS FOR
THE FORESEEABLE FUTURE.
We currently intend to retain any future
earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable
future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock
increases.
SHARES ELIGIBLE FOR FUTURE SALE MAY
ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK, AS THE FUTURE SALE OF A SUBSTANTIAL AMOUNT OF OUTSTANDING COMMON STOCK IN
THE PUBLIC MARKETPLACE COULD REDUCE THE PRICE OF OUR COMMON STOCK.
The market price of our shares could decline
as a result of sales of substantial amounts of our shares in the public market, or the perception that these sales could occur.
In addition, these factors could make it more difficult for us to raise funds through future offerings of our common stock. An
aggregate of 272,269,446 shares will be outstanding before the consummation of this offering and [●] shares will be outstanding
immediately after this offering. All of the shares sold in the offering will be freely transferable without restriction or further
registration under the Securities Act. The remaining shares will be “restricted securities” as defined in Rule 144.
These shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other
exemptions under the Securities Act. See “Shares Eligible for Future Sale.”
YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION.
The offering price of our shares is
substantially higher than the pro forma net tangible book value per share of our common stock. Upon the completion of this offering,
if you purchase shares in this offering, you will incur immediate dilution of approximately $[●] or approximately [●]%
in the pro forma net tangible book value per share from the price per share that you pay for the shares. Accordingly, if you purchase
shares in this offering, you will incur immediate and substantial dilution of your investment. See “Dilution” on page
27.
NEITHER MANAGEMENT NOR THE UNDERWRITERS
HAVE PERFORMED DUE DILIGENCE ON MARKET AND INDUSTRY DATA CITED IN THIS PROSPECTUS.
This prospectus includes market and
industry data that has been obtained from third-party sources, including industry publications, as well as industry data prepared
by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s
estimates and assumptions relating to such industries based on that knowledge). Management’s knowledge of such industries
has been developed through its experience and participation in these industries. Neither we nor our management have conducted
due diligence or independently verified any of the data from such sources referred to in this prospectus or ascertained the underlying
economic assumptions relied upon by such sources. Internally prepared and third-party market forecasts, in particular, are estimates
only and may be inaccurate, especially over long periods of time. In addition, the underwriter has not independently verified
any of the industry data prepared by management or ascertained the underlying estimates and assumptions relied upon by management.
Furthermore, references in this prospectus to any publications, reports, surveys or articles prepared by third parties should
not be construed as depicting the complete findings of the entire publication, report, survey or article. If such market and industry
data turned out to be inaccurate, management’s belief and perception of our competitive strength may need to be adjusted
and, as a result, our business strategy may need to be changed which may have a negative effect on our results of operations.
THE CONTROLLING STOCKHOLDERS OF ARMADA
ENTERPRISES LP AND JASPER LAKE HOLDINGS LIMITED, OUR MAJORITY STOCKHOLDERS, MAY HAVE SIGNIFICANT INFLUENCE OVER THE OUTCOME OF
MATTERS SUBMITTED TO OUR STOCKHOLDERS FOR APPROVAL, WHICH MAY PREVENT US FROM ENGAGING IN CERTAIN TRANSACTIONS.
As of November 22, 2016,
Wight International Holdings, LLC and Jasper Lake Holdings Limited beneficially own a combined 70.24% of our outstanding common
stock. Mr. George Wight has sole voting and dispositive power of Wight International Holdings, LLC. Wight International Holdings,
LLC beneficially owns 36.73% interest in the Company. Mr. Xiangyao Liu, our CEO and President of the Company, has sole voting
and dispositive power of Jasper Lake Holdings Limited. Jasper Lake Holdings Limited beneficially owns 33.51% interest in the Company.
As a result, these majority stockholders exercise significant influence over all matters requiring stockholder approval, including
the appointment of our directors and the approval of significant corporate transactions. Their ownership and control may also
have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business
combination that may be in the best interest of the Company.
IF WE FAIL
TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT
FRAUD.
The SEC, as required
by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on
such company’s internal controls over financial reporting in its annual report, which contains management’s assessment
of the effectiveness of internal controls over financial reporting.
Our reporting
obligations as a public company place a significant strain on our management and operational and financial resources and systems.
Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial
reports and are important to prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial
reporting may result in the loss of investor confidence in the reliability of our financial statements, which in turn may harm
our business and negatively impact the trading price of our stock. Furthermore, we anticipate that we will continue to incur considerable
costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of
the Sarbanes-Oxley Act.
THERE IS A
LIMITED MARKET FOR OUR COMMON STOCK, WHICH MAY MAKE IT DIFFICULT FOR HOLDERS OF OUR COMMON STOCK TO SELL THEIR STOCK.
We plan to apply
to be listed on NASDAQ Global Select Market, but there is no assurance that we will be approved for the listing at this point.
Our common stock currently trades on the OTC Markets under the symbol “YERR”. There is a limited trading market for
our common stock and at times there is no trading in our common stock. Accordingly, there can be no assurance as to the liquidity
of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the
prices at which holders may be able to sell our common stock. Further, many brokerage firms will not process transactions involving
low price stocks, especially those that come within the definition of a “penny stock.” If we cease to be quoted, holders
of our common stock may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our common
stock, and the market value of our common stock would likely decline.
WE MAY BE SUBJECT
TO THE PENNY STOCK RULES WHICH WILL MAKE SHARES OF OUR COMMON STOCK MORE DIFFICULT TO SELL.
We may be subject
now and in the future to the SEC’s “penny stock” rules if our shares of common stock sell below $5.00 per share. Penny
stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver
a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for
the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value
of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation
information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer
in writing before or with the customer’s confirmation.
In addition, the
penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The
penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common
stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may
find it more difficult to sell their securities.
IF A MORE ACTIVE
TRADING MARKET FOR OUR COMMON STOCK DEVELOPS, THE MARKET PRICE OF OUR COMMON STOCK IS LIKELY TO BE HIGHLY VOLATILE AND SUBJECT
TO WIDE FLUCTUATIONS, AND HOLDERS OF OUR COMMON STOCK MAY BE UNABLE TO SELL THEIR SHARES AT OR ABOVE THE PRICE AT WHICH THEY WERE
ACQUIRED.
The market price
of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors
that are beyond our control, including:
●
|
quarterly variations in our revenues and operating expenses;
|
●
|
developments in the financial markets and worldwide economies;
|
●
|
announcements of innovations or new products or services by us or our competitors;
|
●
|
announcements by the PRC government relating to regulations that govern our industry;
|
●
|
significant sales of our common stock or other securities in the open market;
|
●
|
variations in interest rates;
|
●
|
changes in the market valuations of other comparable companies; and
|
●
|
changes in accounting principles.
|
In addition, the
market for Chinese companies that went public in the U.S. through reverse mergers, such as ours, is currently extremely volatile
primarily due to recent allegations and, in some instances, findings of fraud among some of these companies. If a stockholder
were to file a class action suit against us following a period of volatility in the price of our securities, we would incur substantial
legal fees and our management’s attention and resources would be diverted from operating our business to responding to such
litigation, which may harm our business and reputation.
THE RIGHTS
OF THE HOLDERS OF OUR COMMON STOCK MAY BE IMPAIRED BY THE POTENTIAL ISSUANCE OF PREFERRED STOCK.
Our board
of directors has the right to create a new series of preferred stock. As a result, the Board of Directors may, without stockholder
approval, issue preferred stock with voting, dividend, conversion, liquidation or other rights that may adversely affect the voting
power and equity interest of the holders of our common stock. Although we have no present intention to issue any additional shares
of preferred stock or to create any new series of preferred stock, we may issue such shares in the future.
TRANSACTIONS
ENGAGED IN BY OUR MAJORITY STOCKHOLDER MAY HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
We do not know what plans, if any, Jasper Lake, our majority
stockholder, has with respect to its ownership of our stock. In the event that it sells a substantial number of its shares of our
common stock, such sale may lower the price of our stock.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus contains forward looking
statements that involve risks and uncertainties, principally in the sections entitled “Description of Business,” “Risk
Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
All statements other than statements of historical fact contained in this prospectus, including statements regarding future events,
our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking
statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,”
“can,” “continue,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” “should,” or “will”
or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe
we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve
known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere
in this prospectus, which may cause our or our industry’s actual results, levels of activity, performance or achievements
expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment.
New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of
all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ
materially from those contained in any forward-looking statements. All forward-looking statements included in this document are
based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements
You should not place undue reliance on
any forward-looking statement, each of which applies only as of the date of this prospectus. Before you invest in our securities,
you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere
in this prospectus could negatively affect our business, operating results, financial condition and stock price. Except as
required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of
this prospectus to conform our statements to actual results or changed expectations.
USE OF PROCEEDS
We estimate
that our net proceeds from the sale of the common stock that we are offering will be approximately $[●] assuming a public
offering price of $[●] per share, after deducting estimated underwriting discounts and commissions and estimated offering
expenses payable by us. A $1.00 increase (or decrease) in the assumed offering price of $[●] per share, would increase (or
decrease) the net proceeds to us from this offering by $[●], assuming the number of shares offered by us, as set forth on
the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions.
We intend
to use the net proceeds to us from this offering to fund i) the construction of facilities, including the warehouse, cold-chain
logistics area, and exhibition center; ii) the construction of the rail-cargo operating area; iii) the construction of the port
terminal; and iv) general working capital to assist in the continued development of the Logistics Center.
Pending other
uses, we intend to invest the proceeds to us in investment-grade, interest-bearing securities such as money market funds, certificates
of deposit, or direct or guaranteed obligations of the U.S. government, or hold as cash. We cannot predict whether the proceeds
invested will yield a favorable return. Our management will have broad discretion in the application of the net proceeds we receive
from this offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds.
We intend
to use the net proceeds of this offering as follows after we complete the remittance process, and we have ordered the specific
uses of proceeds in order of priority.
Description of Use
|
|
Estimated Amount of
Net Proceeds
|
|
Construction of the facilities, including the warehouse, cold-chain logistics
area, and exhibition center
|
|
$
|
13,000,000
|
|
Construction of the rail-cargo operating area
|
|
|
7,000,000
|
|
Construction of the port terminals and business related area
|
|
|
10,000,000
|
|
Working capital
|
|
|
6,000,000
|
|
General corporate use
|
|
|
2,000,000
|
|
Total
|
|
$
|
38,000,000
|
|
In order to continue our project constructions
on the operating zones, we need to be able to perform more projects on different functional zones within the Logistics Center.
Due to the capital-intensive construction project and limited unrestricted cash to pay for advances to subcontractors and third
parties in different phases of various projects, we are limited to focusing our attention on the major infrastructure and facilities.
We are targeting to complete the construction in three years and to complete 40% of the Logistics center by the end of Phase 1.
We will start constructing major infrastructures and facilities in major operating zones, such as warehouses, office buildings,
loading and unloading facilities and business centers, with the net proceeds from this offering.
For further capital needed to complete
our construction and development of the Logistics Center, we have entered into certain Armada Agreement where Armada is obligated
to finance $1 billion (See “
Description of Business
” starting on page 30). We are still actively exploring
financing opportunities and resources.
DIVIDEND POLICY
We plan to retain any earnings, for
the foreseeable future, for our operations. We have never paid any dividends on our common stock and do not anticipate paying
any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our
Board of Directors and will depend on our financial condition, operating results, capital requirements and such other factors
as our Board of Directors deem relevant. In addition, our credit facility restricts our ability to pay dividends.
CAPITALIZATION
The following tables set forth our
capitalization as of December 31, 2015 on a pro forma as adjusted basis giving effect to the sale of the offering at an assumed
public offering price of $[●] per share and to reflect the application of the proceeds after deducting the estimated underwriter
fees. You should read this table in conjunction with our financial statements and related notes appearing elsewhere in this prospectus
and “Use of Proceeds” and “Description of Securities.”
|
•
|
|
On
a pro forma basis to give effect to the sale of the offering at an assumed public offering price of $[●] per share
|
|
|
Actual
|
|
|
Pro forma (1)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
512,569
|
|
|
|
|
|
Other assets and receivables
|
|
|
6,259,865
|
|
|
|
|
|
Real estate property completed
|
|
|
31,566,156
|
|
|
|
|
|
Real estate properties and land lots under development
|
|
|
364,876,105
|
|
|
|
|
|
Property and equipment, net
|
|
|
157,499
|
|
|
|
|
|
Deferred tax assets
|
|
|
3,614,419
|
|
|
|
|
|
Total Assets
|
|
$
|
406,986,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
5,526,610
|
|
|
|
|
|
Due to related parties
|
|
|
32,045,112
|
|
|
|
|
|
Other taxes payable
|
|
|
13,350
|
|
|
|
|
|
Other payables and accrued liabilities
|
|
|
560,830
|
|
|
|
|
|
Real estate property refund and compensation payable
|
|
|
25,274,753
|
|
|
|
|
|
Convertible note
|
|
|
75,000,000
|
|
|
|
-
|
|
Loans payable
|
|
|
44,502,981
|
|
|
|
|
|
Total liabilities
|
|
$
|
182,923,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Preferred stock at $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding
|
|
$
|
-
|
|
|
|
-
|
|
Common stock at $0.0001 par value; 500,000,000 shares authorized; 172,254,446 and 151,000,000 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively
|
|
|
17,225
|
|
|
|
|
|
Additional paid-in capital (2)
|
|
|
242,622,947
|
|
|
|
|
|
Accumulated losses
|
|
|
16,263, 010
|
|
|
|
|
|
Accumulated other comprehensive (loss) income
|
|
|
(2,314,185
|
)
|
|
|
|
|
Total Equity
|
|
$
|
224,062,977
|
|
|
|
|
|
Total Liabilities and Equity
|
|
$
|
406,986,613
|
|
|
|
|
|
(1)
|
Gives
effect to completion of the offering of [●] shares, at an assumed public offering price of $[●] per share and
to reflect the application of the proceeds after deducting the estimated underwriting fee and our estimated offering expenses.
(See note 2 below.)
|
(2)
|
Pro
forma additional paid in capital reflects the net proceeds we expect to receive, after deducting underwriting fees, Underwriter
expense allowances and other expenses. We expect to receive net proceeds of approximately $38,000,000 ($40,000,000 offering,
less underwriting fees of $2,000,000 and offering expenses of approximately $[●]).
|
DILUTION
The as adjusted net tangible book value
of our common stock as of [●], was $[●], or approximately $[●] per share based upon [●] shares of common
stock outstanding on such date. As adjusted net tangible book value per share represents the amount of our total tangible assets
reduced by the amount of our total liabilities, divided by the total number of shares of common stock outstanding after giving
effect to the sale of [●] shares of the common stock we are offering based upon an assumed combined public offering price
of $[●] per share, the closing price of our common stock on the OTC Markets on [●], and after deducting underwriting
discounts and commissions and estimated offering expenses of approximately $[●] million.
If you participate in this offering,
your interest will be diluted to the extent of the difference between the offering price per share and the as adjusted net tangible
book value per share of our common stock immediately after completion after this offering. This represents an immediate increase
in as adjusted net tangible book value of $[●] per share to our existing stockholders and an immediate dilution of
$[●] per share to investors participating in this offering.
The following table illustrates this
dilution on a per share basis to new investors:
|
|
Post-offering (1)
|
|
Assumed public offering price per share
|
|
$
|
|
|
As adjusted net tangible book value per share as of [●] before giving effect to this
offering
|
|
$
|
|
|
Increase in as adjusted net tangible book value per share attributed to new investors purchasing
shares of common stock from us in this offering
|
|
$
|
|
|
As adjusted net tangible book value per share after giving effect to
this offering
|
|
$
|
|
|
Dilution in as adjusted net tangible book value per share to new investors
in this offering
|
|
$
|
|
|
(1)
|
Assumes gross proceeds from offering of [●] common
stock.
|
DESCRIPTION OF BUSINESS
Overview
Yangtze River Development Limited is
a Nevada corporation that operates through its wholly-owned subsidiary Energetic Mind, which operates through its wholly-owned
subsidiary Ricofeliz Capital, which operates through its wholly-owned subsidiary Wuhan Newport, a wholly foreign-owned enterprise
that primarily engages in the business of real estate and infrastructural development with a port logistics center located in
Wuhan, Hubei Province of China. Situated in the middle reaches of the Yangtze River, Wuhan Newport is a large infrastructure development
project implemented under China's latest "One Belt One Road" initiative and is believed to be strategically positioned
in the anticipated "Pilot Free Trade Zone" of the Wuhan Port, a crucial trading window among China, the Middle East
and Europe. To be fully developed upon completion, within the logistics center, there will be six operating zones: port operation
area, warehouse and distribution area, cold chain logistics area, rail cargo loading area, exhibition area and business related
area. The Logistics Center is also expected to provide a number of shipping berths for cargo ships of various sizes. Wuhan Newport
is expected to provide domestic and foreign businesses direct access to the anticipated Pilot Free Trade Zone in Wuhan. The project
will include commercial buildings, professional logistic supply chain centers, direct access to the Yangtze River, Wuhan-Xinjiang-Europe
Railway and ground transportation, storage and processing centers, and IT supporting services, among others.
Income generated from the use of the
warehouses, cargo loading and unloading, railway and highway transportation and logistics services and other logistics supporting
services is expected to be the main source of our expected income. It is also expected that income from real estate sales and
leasing would be a relatively minor portion of our expected income since we are planning to sell or lease only a small portion
of our real estate properties such as office spaces. We plan to use the major area of our real estate properties for the development
of our Logistics Center, from which our main source of expected income can be derived. Theses income includes but not limited
to the service fees we charge for our clients’ usage of warehouses, online information platform, ship berths, cold-chain
storages, cargo handling, shipment loading and unloading.
Wuhan Yangtze River Newport Logistics
Center
The Wuhan Yangtze River Newport Logistics
Center (the “Logistics Center”), is an extensive complex located in Wuhan, the capital of the Hubei Province of China,
a major transportation hub city with access to numerous railways, roads and expressways passing through the city and connecting
to major cities in China, as well as other international centers of commerce and business.
The Logistics Center is expected to
occupy approximately 1,918,000 square meters, for which the construction and development are expected to be completed in three
phases in three years and reach its target maximum annual profit by the end of 2021 assuming the entire funding required for construction
of the Logistics Center of $1.03 billion is in place by 2020 and the Logistics Center is in operation according to our business
plan. The following table illustrates the timeframe of our investment and construction progress.
Time
|
|
Phase
of
Investment/Construction
|
|
|
Percentage
of Total
Anticipated
Investment/Construction (1)
|
|
|
Production
Capacity (2)
|
|
1
st
Year (2017)
|
|
|
1
st
Phase
|
|
|
|
40
|
%
|
|
|
30
|
%
|
2
nd
Year (2018)
|
|
|
2
nd
Phase
|
|
|
|
70
|
%
|
|
|
40
|
%
|
3
rd
Year (2019)
|
|
|
3
rd
Phase
|
|
|
|
100
|
%
|
|
|
60
|
%
|
4
th
Year (2020)
|
|
|
Completed
|
|
|
|
100
|
%
|
|
|
75
|
%
|
5
th
Year (2021)
|
|
|
Completed
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
(1)
|
The percentage
of construction in a certain phase reflects the anticipated contribution of the investment
in such particular phase. For example, contribution of 40% of the total investment in
phase 1 will lead to construction of 40% of total value of the Logistics Center.
|
|
(2)
|
The
percentage of Production Capacity shows the fraction of the target maximum annual profit
to be earned under the full operation of the Wuhan Project. We target to reach its maximum
annual profit by the end of 2021 assuming the entire funding required for construction
of the Logistics Center of $1.03 billion is in place by 2020 and the Logistics Center
is in operation according to our business plan.
|
The Logistics Center is located within
the Wuhan Newport Yangluo Port, on the upper stream of the Yangtze River, and close to the northern base of Wuhan Iron and Steel,
China's first mega-sized iron and steel production complex. The Logistics Center is expected to include a port terminal that will
be located approximately 26.5km from the Wuhan Guan and 5.5km from the Yangluo Yangtze River Bridge. The operation area of the
port is expected to consist of a riverbank of 1,039 meters with eight 5,000-to-10,000-ton berths, two of which are multi-purpose
berths and the other six are general cargo berths. It is designed to be able to handle up to 5,000,000 tons of cargo annually,
including up to 100,000 TEU for annual container throughput (including 20,000 TEU in freezer areas), 1,000,000 tons of iron and
steel and 3,000,000 tons of general cargo.
Within the Logistics Center, functional
areas will be divided into six operating zones: a port operation area, a warehouse and distribution area, a cold chain supply
logistics area, a rail cargo loading area, an exhibition area and a business related area. The Logistics Center will also be complemented
with container storage areas, multi-functional areas, general storage areas, a multi-functional warehouse and infrastructural
development, including new roads, gas stations, parking areas, gas and water pipes, electricity lines and all other facilities
and equipment to operate the Logistics Center.
Aside from being situated in the Wuhan
Yangluo Comprehensive Bonded Zone, the Yangluo development area is amongst the third group of China’s Pilot Free Trade Zone
(FTZ) applicants to submit FTZ applications to the State Council. As of the date hereof, approvals have been granted to Shanghai,
Tianjin, Guangdong and Fujian. Corporations within the approved free-trade zones are typically entitled to a series of favorable
regulations and policies that could help the businesses grow and succeed.
Wuhan Newport has signed a twenty-year
lease agreement, the maximum number of years permitted by the applicable PRC laws, and with rights to renew at its sole discretion
effective April 27, 2015, to lease approximately 1,200,000 square meters of land for building logistics warehouses in support
of the Logistics Center. The warehouses are expected to be comprised of port terminal zones, warehouse logistics zones, cold chain
supply zones and railroad loading and unloading zones. The warehouses, once constructed, will connect the port terminal along
the Yangtze River and the railway leading to Europe, satisfying the requirement of China’s latest “One Belt, One Road”
initiative. It will also be able to support large logistics companies in Wuhan and other nearby provinces which will rent the
warehouses, terminals and offices within the Logistics Center.
Logistics Center Highlights:
|
●
|
The shipping center will be implemented under China’s latest “One Belt, One Road” initiative to promote the "Yangtze River Economic Belt";
|
|
|
|
|
●
|
Wuhan Newport is part of the Yangluo port, which is part of the area that is currently seeking approval for status as a "Free-Trade Zone";
|
|
|
|
|
●
|
Wuhan Newport is part of the "Yangluo Comprehensive Bonded Zone", which allows the enterprises in the zone to receive certain favorable tax treatments such as export tax rebates and less or free of value-added tax and consumption tax;
|
The “One Belt, One Road”
Initiative
According
to the
Vision and Actions on Jointly Building Belt and Road
issued by the National Development and Reform Commission, Ministry
of Foreign Affairs, and Ministry of Commerce of the People's Republic of China, with State Council authorization in March 2015,
"One Belt, One Road" (the “Initiative”) is a infrastructural development concept initiated by the leaders
of the Chinese government in 2013. It refers to the New Silk Road Economic Belt, which will link China with Europe through Central
and Western Asia, and the 21st Century Maritime Silk Road, which will connect China with Southeast Asian countries, Africa and
Europe through the Pacific and Indian Ocean. Neither the belt, nor the road, follow a designated route, but serve as a conceptual
roadmap for China’s plan to expand its presence commercially to the regions outside of the country and strengthen its economic
relationships with the nations in these regions.
The “Belt”
and the “Road” run through the continents of Asia, Europe and Africa, connecting the vibrant East Asian economic circle
on one end and developed European economic circle on the other, and encompassing countries with huge potential for economic development.
The Silk Road Economic Belt focuses on bringing together China, Central Asia, Russia and Europe (the Baltic), linking China with
the Persian Gulf and the Mediterranean Sea through Central Asia and West Asia, and connecting China with Southeast Asia, South
Asia and the countries along the Indian Ocean. The 21st-Century Maritime Silk Road is designed to go from China's coast to Europe
through the South China Sea and the Indian Ocean in one route, and from China's coast through the South China Sea to the South
Pacific in the other.
On land, the
Initiative is expected to focus on jointly building a new Eurasian Land Bridge and developing China-Mongolia-Russia, China-Central
Asia-West Asia and China-Indochina Peninsula economic corridors by taking advantage of international transport routes, relying
on core cities along the Belt and Road and using key economic industrial parks as cooperation platforms. At sea, the Initiative
is expected to focus on jointly building smooth, secure and efficient transportation routes connecting major sea ports along the
Belt and the Road. The China-Pakistan Economic Corridor and the Bangladesh-China-India-Myanmar Economic Corridor are closely related
to the Belt and Road Initiative, and therefore require closer cooperation and greater progress. (Source:
http://en.ndrc.gov.cn/newsrelease/201503/t20150330_669367.html
;
National Development and Reform Commission, Ministry of Foreign Affairs, and Ministry of Commerce of the People's Republic
of China, with State Council authorization
).
The following
map illustrates the location of the New Silk Road Economic Belt and the 21st Century Maritime Silk Road:
(Source: Xinhua
Finance Agency)
Recent Development
Armada
Financing
On October
3, 2016, we entered into a Contribution, Conveyance and Assumption Agreement (the “Agreement”) and an Addendum to
the Agreement (collectively with the Agreement, the “Armada Agreement”) with Armada GP to (i) complete certain share
exchange and (ii) procure $1,000,000,000 in financing for the construction of the Logistics Center.
Entity
Conversion.
Pursuant to the Armada Agreement, Armada GP will become the general partner of its current controlling entity,
Bim Homes, Inc. (“Bim Homes”), upon Bim Homes’ conversion into Armada Enterprises LP (the “Armada LP”)
via a statutory conversion under Delaware law. Meanwhile Armada GP will contribute its ownership in Wight International Construction
LLC, an entity affiliated with Armada GP (“Wight”) in exchange for interests in Armada LP.
Share Exchange.
Pursuant to
the Armada Agreement, We agreed to issue to Wight a convertible promissory note in the amount of $500 million USD (the “Note”)
that may be convertible into 50,000,000 shares of Company’s Common Stock at a conversion price at $10 per share (“Conversion
Price”) at the sole election of Wight. The Company also agreed to contribute 60 million shares of the Common Stock at $8.33
per share, 50 million of which will be issued to Wight upon closing (the “Contribution Shares”) and the remaining
10,000,000 will be reserved with Company’s transfer agent (the “Reserve Shares”) and may be issued subject to
Armada GP’s fulfillment of its obligation of procuring $1,000,000,000 in construction financing for the Logistics Center
to be provided over a 3-year period. The 10 million shares shall be otherwise become Company’s treasury shares upon Armada
GP’s default on such obligation.
Consideration
. In consideration
of Company’s Note, Contribution Shares and Reserve Shares, Wight agreed to issue the Company 100 million preferred B membership
units in Wight (“Preferred B Units”) valued at a minimum of $10 per unit for an aggregate value of $1 billion, which
would be converted to limited partnership units in Armada LP (“LP Units”), upon Armada GP’s contribution of
its interest in Wight to Armada LP. Armada shall also pay us a non-refundable $2 million USD (the “Cash Investment”)
by selling at least $12 million USD worth of the warrants issued by Bim Homes. The Cash Investment will be held by us in escrow
as a break-up fee in the event that Armada GP does not obtain financing in the amount of at least $50 million USD for the Company
(the “Break-up Fee”). The Break-up Fee shall become a working capital fund for the Company if Armada GP obtains such
financing.
Financing
. Pursuant to the Armada
Agreement, we also agreed to engage Wight as its construction firm for construction of the Logistics Center, subject to compliance
with the applicable PRC laws. Wight will procure up to $1,000,000,000 in construction financing for the completion of our Logistics
Center at approximately $200 million USD of new financing per year for five years.
Upon
closing, Wight will provide us with proof of credit facilities of at least $500,000,000, which includes an allocation of $50 million
USD in the form of debt security to help the Company to meet NASDAQ listing qualifications.
Wight plans to seek financing of $200
million each year for five years from 2017 and will use its discretionary funds from its own financing. Wight anticipates closing
of the first $200 million financing as soon as January 2017 for the first year of construction to be applied in manner to be determined
upon satisfaction of its due diligence and site visit on the Logistics Center. Wight, as the developer, will undertake and procure
the financing on customary terms and conditions associated with construction financing. Wight plans to obtain the balance of the
$800 million through various financial institutions in the form of construction loans. The lender shall be determined upon how
such loans will be constructed.
Closing
Conditions.
Closing shall occur upon (i) all parties’ representations and warranties are true and correct and (ii) the
parties’ execution of a Memorandum Of Understanding outlining the material terms of the construction agreement by and among
the Company, Wight and Armada GP or its affiliates.
Termination
. Termination of the Armada Agreement may occur by (i) mutual
written consent; (ii) by either party if the closing has not occurred within 60 days provided the terminating party is not in
breach; and/or (iii) by either party if the other party materially breached any of its covenants or representations provided however
that the breaching party will first have 30 days to cure.
On November
17, 2016, Wight elected to convert the principal of the Note issued by us on November 16, 2016 in connection with the Armada Agreement
in exchange for 50 million shares of our Common Stock. Therefore, we issued 50 million shares of our Common Stock at
the conversion price of $10 per share. As result of such conversion, Wight now ownse100,000,000 shares of our Common Stock which
represents 36.73% of our voting power. Wight is now our largest shareholder
Corporate History
On December 23, 2009, the Company was incorporated
under the laws of the State of Nevada under the name of “Ciglarette, Inc.” Our operations at the time consisted of
marketing and distributing a “smokeless” cigarette. During that time, we had no revenue and our operations were limited
to capital formation, organization, and development of our business plan and target customer market.
On March 1, 2011, the Company completed
a reverse acquisition transaction through a share exchange with Kirin China Holding, a British Virgin Islands company (“Kirin
China”), whereby the Company acquired all of the issued and outstanding shares of Kirin China in exchange for 18,547,297
shares of common stock, which represented approximately 98.4% of the total shares outstanding immediately following the closing
of this share exchange (the “First Share Exchange”). Upon consummation of the First Share Exchange, the Company
changed its name to “Kirin International Holding, Inc.” and traded under the symbol “KIRI” on the OTC
Markets. As a result of the First Share Exchange, Kirin China became a wholly-owned subsidiary. The Company ceased the smokeless
cigarette business and became a holding company, through various controlled entities in China and engaged in the development and
operation of real estate in China. Through Kirin China, the Company engaged in private real estate development focusing on residential
and commercial real estate development in “tier-three” cities in China. Tier-three cities are provincial capital cities
with ordinary economic development and prefecture cities with relatively strong economic development.
On December 19, 2015, we entered into
certain share exchange agreements with Energetic Mind and all the shareholders of Energetic Mind, whereby we acquired 100% of
the issued and outstanding ordinary shares of Energetic Mind (the “Second Share Exchange”). Pursuant to the terms
of the agreements for the Second Share Exchange, in exchange for 100% of the issued and outstanding ordinary shares of Energetic
Mind, we agreed to issue to (i) the shareholders of Energetic Mind an aggregate of one hundred fifty-one million (151,000,000)
shares of the Company’s common stock and (2) a certain related party an additional 8% convertible promissory note in the
principal amount of one hundred fifty million dollars ($150,000,000), with a conversion price of $10.00 per share.
On December 31, 2015, we disposed all
of its interests in i) Brookhollow Lake, LLC, ii) Newport Property Holding, LLC, iii) Kirin China, iv) Kirin Hopkins Real Estate
Group LLC, v) Archway Development Group LLC, vi) Specturm International Enterprise, LLC and vii) wholly-owned subsidiary HHC-6055
Centre Drive LLC. The sale of Kirin China also effectively terminated the Company’s contractual relationship with Hebei
Zhongding Real Estate Development Co. Ltd and XingtaiZhongdingJiye Real Estate Development Co., Ltd, both of which are companies
formed under the laws of the People’s Republic of China and were deemed the Company’s variable interest entities prior
to this sale (“Subsidiaries Sale”).
As a result of the Second Share Exchange
and the Subsidiaries Sale, we currently operates its business solely through its wholly-owned subsidiary Energetic Mind, which
is the sole shareholder of Ricofeliz, which engages its business through its wholly-owned subsidiary Wuhan Newport.
On January 13, 2016, we filed a Certificate
of Amendment to its Articles of Incorporation with the Secretary of the State of the State of Nevada, changing its name from “Kirin
International Holding, Inc.” to “Yangtze River Development Limited”. Effective January 22, 2016, Company changed
its stock symbol from “KIRI” to “YERR”.
Organization & Subsidiaries
Upon completion of the Second Share
Exchange described above in “Corporate History,” Yangtze River Development Limited holds 100% of the ordinary shares
of its wholly owned subsidiary, Energetic Mind, which holds all of the share capital of Ricofeliz Capital. Ricofeliz Capital
holds all of the share capital of Wuhan Newport, a wholly foreign-owned enterprise located in Wuhan of Hubei Province in China.
The following diagram illustrates our corporate structure as
of the date of this prospectus:
Partnership and Cooperation
On October 3, 2016, we entered into
an Armada Financing transaction described above in “Recent Development.” On November 16, 2016, we issued 50 million
shares of common stock of the Company and a $500 million Convertible Promissory Note to Wight International Construction, LLC
upon the receipt of 100 million Preferred B Member Units in Wight. On November 17, 2016, upon due notice delivered to the Company,
Wight elected to convert $500 million principal amount of the Note into 50 million shares of common stock of the Company at a
conversion price of $10 per share pursuant to the terms and conditions in the Note.
Upon completion of the share exchange
and conversion described above, Yangtze River Development Limited holds 62.5% of the member units in Wight, which will be ultimately
converted into 100 million LP units, representing approximately 25% of LP units in Armada Enterprises LP, dependent upon its ongoing
valuation, while Wight holds 36.73% of Common Stock of the Company. Wight becomes the largest shareholder of the Company.
Overview of the Logistics Center
The Logistics Center is expected to
be an extensive complex located in Wuhan, the capital of the Hubei Province of China, a major transportation hub with numerous
railways, roads and expressways passing through the city and connecting to major cities in China, as well as other international
centers of commerce and business.
The Logistics Center is expected to
occupy approximately 1,918,000 square meters, for which the construction and development are expected to be completed in three
phases in three years and reach its target maximum annual profit by the end of 2021 assuming the entire funding required for construction
of the Logistics Center of $1.03 billion is in place by 2020 and the Logistics Center is in operation according to our business
plan. The following table illustrates the timeframe of our investment and construction progress.
Time
|
|
Phase of
Investment/Construction
|
|
|
Percentage of Total
Anticipated
Investment/Construction (1)
|
|
|
Production Capacity (2)
|
|
1
st
Year (2017)
|
|
|
1
st
Phase
|
|
|
|
40
|
%
|
|
|
30
|
%
|
2
nd
Year (2018)
|
|
|
2
nd
Phase
|
|
|
|
70
|
%
|
|
|
40
|
%
|
3
rd
Year (2019)
|
|
|
3
rd
Phase
|
|
|
|
100
|
%
|
|
|
60
|
%
|
4
th
Year (2020)
|
|
|
Completed
|
|
|
|
100
|
%
|
|
|
75
|
%
|
5
th
Year (2021)
|
|
|
Completed
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
(1)
|
The percentage of construction in a certain phase reflects the anticipated
contribution of the investment in such particular phase. For example, contribution of 40% of the total investment in phase
1 will lead to construction of 40% of total value of the Logistics Center.
|
|
(2)
|
The percentage of Production Capacity shows the fraction of the target maximum annual profit
to be earned under the full operation of the Logistics Center. We target to reach our maximum annual profit by the end of
2021 assuming the entire funding required for construction of the Logistics Center of $1.03 billion is in place by 2020 and
the Logistics Center is in operation according to our business plan.
|
Office Complex Development
With the advantage of being in the
anticipated Comprehensive Bonded Zone and Pilot Free Trade Zone, Wuhan Newport’s Logistics Center has obtained the land
use rights to develop approximately 500,000 square meters of commercial lands
until
August 30, 2048 with rights of renewal, on which Wuhan Newport plans to build an office complex of approximately 700,000 square
meters. As of the date of this prospectus, the complex, totaling approximately 100,000 square meters has been completed and there
are 600,000 square meters outstanding to be constructed within the next five (5) years.
The office complex will be supported by
a light railway line from downtown Wuhan that is undergoing construction. The complex will be accessible by two stations along
the light railway line. In addition, a highway along the north shore of the Yangtze River in Wuhan is currently under construction;
the completion of the highway is also expected to provide direct ground access between Wuhan city center and the Logistics Center
and cut down the commute time to only 20 minutes.
Upon completion of the construction
of the office buildings, Wuhan Newport plans to sell half of the complex while leasing out the remaining half for long-term rental
income. It is the Company’s goal to recoup the initial capital investment costs for the entire projected logistics center
through the sale of a certain portion of the complex and generate a stable return based on rent of the other half of the complex
upon completion of the project.
Transportation and Logistics Services
Taking advantage of the regional highways,
railways and waterways in the Yangluo area, we plan to develop a shipping hub with access to all types of cargo transportation
and offer complementary services to businesses within this logistics center. We intend to create an efficient, reliable and comprehensive
logistics service system by utilizing third-party service providers with offices within the Logistics Center to provide professional
logistics services.
We are currently constructing the port
terminal which will be the focal point of the Yangtze River Economic Belt. The Yangtze River riverbank, within our properties,
measures 1,039 meters and will host eight cargo berths handling ships ranging from 5,000 to 10,000 tons.
As of January 1, 2016, a government sponsored
cargo transportation railway has been completed and launched leading to the premise of the Logistic Center, known as, the Wuhan-Xinjiang-Europe
(“WXE”) Railway. The WXE is a part of the Silk Road Economic Zone, as it is within the “One Belt, One Road”
initiative. The WXE Freight Train sets out from Wuhan to Xinjiang and finally ends in Hamburg, Germany. Wuhan Newport’s
terminal will therefore be an important component of the “Silk Road Economic Belt” under the “One Belt, One
Road” framework. (Source:
http://www.wuhantime.com/detail.php?aid=1964
;
The Wuhan Time
).
The custom facility at the Yangluo
Comprehensive Bonded Area allows cargo vessels ranging from 5,000 to 10,000 tons to set out from Shanghai downstream via the Yangtze
River in order to transport “Made in China” commodities to the Pacific Ocean and further to any other ports across
the Indian Ocean. This same route will also return commodities from other countries directly back to Wuhan and then distribute
them throughout the rest of China. Aside from being situated within the Wuhan Yangluo Comprehensive Bonded Zone, the Yangluo development
area is amongst the third group of China’s Pilot Free Trade Zone applicants to submit applications to the State Council.
As of the date hereof, approvals have so far been granted to Shanghai, Tianjin, Guangdong and Fujian. Enterprises within the approved
pilot free-trade zones are typically entitled to a series of favorable regulations and policies that could help businesses grow
and succeed. We believe that the approval will be granted within the near future.
The estimated cost of the Logistic
Center is approximately $1.03 billion US dollars.
Cold Chain Logistics Services
A cold chain is a temperature-controlled
supply chain for products that need to be kept under low temperatures. An unbroken cold chain is an uninterrupted series of storage
and distribution activities which maintain a given temperature range. It is used to help extend and ensure the shelf life of products
such as fresh agricultural produce, seafood and frozen food.
Within the Logistics Center, we plan
to provide extensive storage and processing services to its customers. Meanwhile, a cold chain logistics service system will be
established to better help the Company’s clients’ processing needs for their frozen foods, meats and other products
that need special processing and handling. In addition, we will offer professional services with temperature controls, sorting,
processing, packaging and delivery to ensure the reliability and safety of the logistics process.
Information Platform
To adapt to the needs of modern logistics
service and meet the standards of the industry worldwide, we will establish comprehensive automated management systems, as well
as develop an operation system, enquiry system and decision-making systems for all types of business information such as warehouse,
storage, trade, distribution and transportation, movable assets supervision and freight forwarding. We plan to launch an integrated
and information-sharing platform geared towards the demand of its targeted markets and potential clients.
We will establish a uniform information
platform including an internet-based logistics information portal and an e-commerce platform to provide the Company’s clients
with services such as logistics services tracking, service rating, online operation, electronic transaction, and etc. We expect
this information portal to be equally reliable for both service providers and their respective clients.
We will also establish an e-commerce
system based on the logistics information portal and it will provide clients with many updated services such as online transactions,
online payments, online inquiries and business information communication. This will create a comprehensive service system and
a business model with high integration of information flow, capital flow, trade flow and goods flow.
Portside Service
We also plan to provide incentives
for companies that specialize in IT, production of new material and high-end equipment and manufacturing companies to station
nearby the Logistics Center so that these companies can grow with the Logistics Center, leveraging each other’s specializations
to serve each other’s business needs.
Logistics Financing
Logistics financing is mainly based
on using supplies as collateral to obtain financing for supply chains to improve their overall economic efficiency. Developing
innovative logistics financing is significant because traditionally mortgages or loans are concentrated in real estate and logistics
financing provides a lower systematic risk for lenders.
Compared to developed countries, logistics
financing is a rather new field in China with a huge market potential of about $1 trillion. The driving force for logistics financial
services in western countries is mainly attributable to financial institutions, as opposed to third-party private logistics companies
in China who would occasionally provide financing options.
Logistics financial services became
a popular investment vehicle among these third-party lenders. However, the business of logistics financing has become too complex
for these private lenders to handle, as they will need professional services to guide them through the process and thus safeguard
their investments.
Even though the history of logistics
financing has been relatively short in China, the appetite for this is expected to grow as the Pilot Free Trade Zones in Shanghai,
Tianjin and the one expected to be granted in Wuhan, will likely attract more business and international financial institutions
to launch offices or branches within these Pilot Free Trade Zones to serve the businesses in the areas. Logistics financing not
only provides the businesses with a new alternative to meet their capital needs, but also opens a new channel for commercial banks
to reach small and midsize businesses. While interest income generated from logistics financing transactions is often an important
source of income for many multinational logistics companies, companies who are able to provide financing are often the industry
leaders. Because logistics financing can be an effective channel for the Company to reach its targeted market, our Company plans
to capture this first-mover advantage when logistics financing is still in its development stage in China.
In light of this market opportunity,
we plan to establish and utilize e-commerce platforms to offer online booking, dealing and exhibiting services for electronic
products, commodities, foods and metals. We also plan to provide comprehensive support services to complement logistics financing.
Maritime insurance and training services will also be offered within the Logistic Center. We plan to help its clients raise construction
capital through Build-Transfer (BT), Build-Operate-Transfer (BOT), corporate debt and equity financing. In addition, Company plans
to collaborate and develop strategic alliances with other logistics or cargo shipping centers around the world.
Sales and Marketing
We plan to sell its properties by forming
strategic alliances with CMST Development (Hankou) Co. Ltd. (“CMST-Hankou”), the Shanxi Chamber of Commerce in Hubei
(“SCCH”) and the Wuhan Coal Business Association (“WCBA”).
Partnership with CMST
CMST-Hankou is a regional subsidiary
of the CMST Development Co. Ltd, which is a state-owned enterprise that principally engages in the logistics and import &
export businesses. CMST-Hankou’s core business includes warehouse storage, sale and distribution of commodities, and freight
forwarding. Pursuant to the Memorandum of Understanding executed with CMST-Hankou on August 20, 2015, CMST-Hankou has agreed
to transfer all of its warehouse storage and processing division, distribution service division and other existing businesses
to the premises of the Logistics Center. In addition, CMST-Hankou has agreed to move its warehouse for steel trading business
with the Shanghai Future Exchange to the Logistics Center. In consideration, we have agreed to offer CMST-Hankou a 5% discount
for all services provided within the Logistics Center, including those within the warehouses, port terminal, and railway operating
zones. In addition, CMST-Hankou has agreed to assist the Company with the establishment of an online commodity exchange platform
to provide a comprehensive support system through the supply chain and provide necessary personnel to help with the management
of the warehouse operations within the Logistics Center. Though at a slight discount, the Company is expected to receive fees
based on CMST-Hankou’s large volume of commodities that need to be stored and use of complementary services at the warehouse
facilities and operating areas, as well as rental income and/or property sales generated from the office complex. However, the
partnership is subject to the terms and conditions of the definitive agreement between CMST-Hankou and the Company. No assurances
can be provided at this point that such a definitive agreement will be executed.
Partnership with SCCH
SCCH is a non-profit business coalition
with 252 businesses across various industries as members. Pursuant to the Memorandum of Understanding executed with SCCH on July
27, 2015, SCCH has agreed to move its headquarters to the office complex within the Logistics Center by purchasing or leasing
certain units. In consideration of a 7% discount to the purchase price of $2,729 per square meter of our properties, approximately
50 businesses within the organization plan to open offices in the Logistics Center and purchase at least 100,000 square meters
of space within the office complex. SCCH, on behalf of 50 businesses, also executed a letter of intent to purchase approximately
100,000 square meters of storefront. In addition, because we expect the 50 businesses to have a total annual turnover of commodities
of more than 5,000,000 tons, we have agreed to offer members of SCCH a 5% discount for all services provided within the Logistics
Center, including those within the warehouses, port terminal, and railway operating zones. However, the partnership is subject
to the terms and conditions of the definitive agreement between SCCH and the Company. No assurances can be provided at this point
that such a definitive agreement will be executed.
Partnership with WCBA
WCBA is a non-profit business coalition
with more than 300 businesses within the coal mining industry as members. Pursuant to the Memorandum of Understanding executed
with WCBA on September 17, 2015, WCBA has agreed to move its headquarters to the office complex within the Logistics Center by
purchasing or leasing certain units. We have agreed to offer WCBA member businesses a 5% discount to the purchase price of $2,729
per square meter of our properties. In addition, because we expect WCBA members to have a total annual turnover of coal-related
commodities of more than 20,000,000 tons and will use the Company’s warehouse storage for at least 3,000,000 tons, we have
agreed to offer members of WCBA a 5% discount for all services provided within the Logistics Center, including those within the
warehouses, port terminal, and railway operating zones. However, the partnership is subject to the terms and conditions of the
definitive agreement between WCBA and the Company. No assurances can be provided at this point that such a definitive agreement
will be executed.
Market Opportunity for Logistics Finance
According to an industry review issued
by the China Federation of Logistics and Purchasing, with the stabilization and recovery of the economy, the logistics industry
began to rise gradually from the steady state before. According to statistics, the total value of social logistics goods in 2012
was 177.3 trillion yuan, with a year-on-year growth of 9.8%, dropping 2.5% compared with growth in 2011, dropping 0.2 percentage
points compared with the first half of the year, rebounded by 0.2 percentage points compared to the first three quarters. National
logistics added value is 3.5 trillion yuan, achieving a year-on-year growth of 9.1%. Although this figure is somewhat lower than
the same period last year, it’s still 1 percentage point higher than the tertiary industry. Logistics value added has a
share of 6.8% of GDP, accounting for 15.3% of the value added to the service sector. The total cost of national social logistics
is 9.4 trillion yuan, with a year-on-year growth of 11.4%, dropping 7.1 % compared to the growth of last year. Total costs of
social logistics account for 18% of GDP, with a year-on-year increase of 0.2 percentage points. The logistics cost of economic
operations is still high. (Source:
http://www.chinawuliu.com.cn/english/201406/16/290820.shtml
;
China Federation of
Logistics and Purchasing
).
Logistics financing provides financial
services such as financing, clearance and insurance to support the logistics industry. It evolves as the logistics industry develops.
Not only can logistics financing services improve the service capability and increase the profitability of third party logistics
companies; it can also expand financing channels, decrease financing cost and increase the capital efficiency.
The major target clients for
logistics finance services are small and medium sized companies, which are an important sector of China’s economy and
have great weight in the market. One of the biggest hurdles in the life cycle of these small and medium sized companies is
lack of cash flow, which can become the “bottle neck” of their development and prevent progress. The need for
logistics financing results from the lack of available credit financing facilities and the difficulty of obtaining financing
on the capital markets. Therefore, logistics financing services protect against the financing problems by allowing these
small and medium companies to use their raw materials and commodities as collateral to borrow money. Logistics financing
increases the liquidity of cash flow, lowers the clearance risks and improves the efficiency of the economic operation. Upon
completion of the Logistics Center, we expect to house many small and mid-size logistics companies. The offering of
logistics financing will therefore become an important component of the business, as these businesses are expected to have
financing needs as they grow their businesses.
Market Overview of Wuhan
Located in the middle reaches of the
Yangtze River, Wuhan has been regarded as the gateway to nine provinces nearby. Beijing-Guangzhou Railway and the Yangtze River
converge in Wuhan and also the Beijing-Jiulong Railway and the Beijing-Guangzhou Railway intersect in it, thus forming a railway
network linking North China, Southwest China, Central South China and East China. Moreover, the Beijing-Zhuhai Expressway and
the Shanghai-Chengdu Expressway converge in Wuhan and a high-speed railway along the Yangtze River will be completed in this area
in the near future. A “flexible multimodal transportation system,” combining expressways, high-speed railways and
water transportation on the Yangtze River will give greater prominence to Wuhan's position of strategic importance as a junction
of water and land transportation in China.
According to the statistics published by
the Wuhan government, Wuhan is the largest economic city in central China with an annual GDP of more than $160 billion. In 2015,
the China State Council introduced and implemented the Midstream Yangtze River City Group Development Plan headed by Wuhan. In
fact, the city was once called “The Oriental Chicago” by US Harper’s Magazine back in 1918. Wuhan is also among
the largest inland logistics and cargo distribution centers in China, with its ability to cover approximately a 400 million person
population in the five neighboring provinces including Hunan, Jiangxi, Anhui, Henan and Sichuan. At present, there are over 10,000
commercial organizations, 105,000 commodity networks, 4 commercial listed enterprises, and 8 comprehensive shopping centers on
the list of China Top 100 Retail Shopping Centers. (Source:
http://www.whfao.gov.cn/html/guide/201602/t20160204_45988.shtml
;
Foreign Affairs Office of Wuhan City Government
).
China is thoroughly implementing the
strategy of coordinated regional development, expanding domestic demand, innovation-driven development and new urbanization, and
building a new economic support belt relying on the Yangtze River. As a central city in the central region and the middle reach
of the Yangtze River, as well as the country’s major transportation hub and science and technology base, Wuhan faces multiple
overlapping strategic opportunities. Location, transportation, science, education, market and other advantages will be further
enhanced and fully released and more quickly transformed into development and competitive advantage.
Wuhan is also a major transportation
hub in Central China, situated at the midstream of the Yangtze River. Going west alongside the Yangtze upstream, includes cities
or provinces such as Chongqing, Sichuan, Yunnan and Qinghai. Going east downstream, includes provinces such as Hunan, Anhui and
Jiangsu, as well as municipal cities such as Shanghai, until finally ending at the Pacific Ocean. The railway runs north bound
to Harbin, westbound to Urumqi, east bound to Shanghai and south bound to the Shenzhen Highway and expressways that stretch in
all directions ensuring easy and convenient transportation to all of China’s provinces.
With the rapid development of inland
waterway transportation in China, the logistics and port management industries have grown significantly. Wuhan is one of the
major inland water ports in China. In 2014, the Wuhan government released an
Opinion On Accelerating The Establishment Of
Shipping Center In The Middle Reach Of Yangtze River
, indicating that the government will help the Wuhan shipping center
to be a well-equipped, surrounding industry developed internationally with a scaled and intelligent inland water shipping
center with all port and shipping resources highly concentrated. In the
Development Plan On Wuhan Logistics Space
(2012-2020)
published by the Wuhan city government, * Wuhan is strategically positioned as the critical joint of the
global supply chain and the logistics transportation hub and information center of China. (Source:
http://www.wuhan.gov.cn/hbgovinfo/szfxxgkml/fggw/szfwj/201505/t20150515_30288.html
;
Wuhan City Government
).
However, in Wuhan, logistics for domestic
trade operate separately from those for international trade and all the resources are scattered and not concentrated to form a
well-organized and well-managed international supply chain. It becomes very difficult for Wuhan to realize the synergy of business,
logistics, money and information. In addition, a majority of the current logistics companies in Wuhan focus on traditional cargo
transportation and storage services. Therefore, there exists an opportunity for an efficient, comprehensive and modern logistics
service center like our Company’s Logistics Center to facilitate the channel of both regional and global logistics.
Competitive Advantages
The following factors reflect the Company’s advantages
over the company’s competitors:
|
●
|
Experienced
Logistics Management Team.
We have a professional team with significant experience in logistics
management. Members of the Company’s team have had work experience with well-known logistics management companies in
different cities. In addition, the management members are well educated with degrees from top universities such as Huazhong
University of Science and Technology, Wuhan University, University of British Columbia and the Chinese Academy of Social Sciences.
|
|
●
|
Encouraging
Policy Environment.
Under China’s latest “One Belt, One Road” initiative, the
Company is strategically positioned in the anticipated “Pilot Free Trade Zone” of the Wuhan Port, a crucial trading
window between China, the Middle East and Europe. In May 2015, the China State Council approved the nation’s economic
strategic plan, the Vigorous Development Plan of Yangtze River Economic Belt. The Yangtze River Economic Belt has sharpened
the focus on the Wuhan New Port Yangluo Terminal, the port project that the Company is developing.
|
|
●
|
Unique Transportation Network.
Wuhan is located in the middle reaches of the Yangtze River, east facing south-eastern coastal economic developed area and west linking north-western raw material base. The distance to metropolitan cities, such as Beijing, Shanghai, Hong Kong and Chongqing are within 1,200 kilometers. As a central city on mainland China, Wuhan is capable of reaching over 30 provinces like Yunnan Province, Henan Province, Sichuan Province, Shanxi Province, Jiangxi Province and Hunan Province and 600 cities and counties in China.
|
|
●
|
Highway:
the Logistics Center is in close proximity to the Beijing-Zhuhai expressway, the Shanghai-Chengdu Expressway, and
the Jiangbei Expressway.
|
|
●
|
Waterway:
the project adjacent to the Yangluo deep-water port, has eight 5,000-ton berths, directly leading to Jianghai. Yangluo
Port is the largest national shipping port in Central China and the largest container port in the upper reaches of the Yangtze
River. We will be strategically located for international procurement, distribution and delivery.
|
|
●
|
Railway:
through Chinese commodity freight logistics Beijing-Guangzhou, Beijing-Kowloon Railway, close to Beijing-Guangzhou
railway extension line, special railway lines offer direct access to the center of the Wuhan Yangtze River Newport Logistics
Center, through Jiangbei railway- Xianglushan station connects all of the domestic railway freight stations, and through the
construction of the "Chinese new Europe" railway through the Continent.
|
|
●
|
Airport:
30 kilometers from the Wuhan Tianhe airport.
|
|
●
|
Light-rail
transit:
by the year 2018, two light rail stations are expected to be completed next to the Logistics Center, cutting
the commute to downtown Wuhan to only 20 minutes.
|
|
●
|
Jiangbei Expressway:
after the completion of Jiangbei Expressway, commute by car from downtown Wuhan to the Logistics Centers is expected to be only about 20 minutes.
|
The following maps illustrate the location
of the Wuhan Newport Logistics Center and surrounding transportation network:
Employees
As of the date of this prospectus, we have
a total of 87 employees, including our executive officers.
Our employees are not represented by any
collective bargaining agreement, and we have never experienced a work stoppage. We believe we have good relations with our employees.
Intellectual Property
Trademark
We are currently applying for trademark
protection in China for our Company’s logo and we anticipate that we will be able to obtain the trademark within the next
12 months.
Domain Names
We have added the domain names i)
www.yerr.com.cn
;
ii)
www.cjxgwl.com
; and iii)
www.cjxgwl.cn
to the Internet Content Provider License that we currently hold and we
have received the updated ICP License covering the foregoing domain name.
Legal Proceedings
Currently there are no legal proceedings
pending or threatened against the Company. However, from time to time, we may become involved in various lawsuits and legal proceedings
which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise.
DESCRIPTION OF PROPERTY
Our corporate headquarters is located
at 183 Broadway, 5
th
Floor, New York, NY 10007, for which we currently pay a rent of 6000.00 USD per month for our
lease. As of the date hereof, we have completed the construction of seven commercial office buildings since 2010, occupying 92,755.8
square meters of space, including our sales and welcome center.
The following chart illustrates the
properties we currently have the land use rights to in Wuhan, Hubei Province, China. We do not have ownership over such properties.
Certification
Number
of
Land Use Right
|
|
Location
|
|
Purpose
of Use
|
|
|
|
Area (㎡)
|
|
|
Termination
Date
|
Wu Xin Guo Yong (2008)
Di Zhuan No. 029
|
|
South of Han Shi Road, Wuhan Yangluo Economic Development Zone, Hubei Province, PRC
|
|
|
Commercial
|
|
|
|
9,802.67
|
|
|
August 30, 2048
|
Wu Xin Guo Yong (2008)
Di Zhuan No. 030
|
|
|
|
|
|
|
|
|
59,308.09
|
|
|
|
Wu Xin Guo Yong (2008)
Di Zhuan No. 031
|
|
|
|
|
|
|
|
|
79,178.94
|
|
|
|
Wu Xin Guo Yong (2008)
Di Zhuan No. 032
|
|
|
|
|
|
|
|
|
87,108.30
|
|
|
|
Wu Xin Guo Yong (2009)
Di Zhuan No. 005
|
|
|
|
|
|
|
|
|
176,853.70
|
|
|
|
Wu Xin Guo Yong (2009)
Di Zhuan No. 006
|
|
|
|
|
|
|
|
|
103,304.49
|
|
|
|
The following chart illustrates the
properties we currently lease in Wuhan, Hubei Province, PRC and New York, United States. We do not have ownership over such properties.
Name of the Property
|
|
Location
|
|
Purpose of Use
|
|
|
|
Area
(
㎡
)
|
|
|
Duration Date
|
Land Lease No. HZ20150427 (1)
|
|
Chunfeng Village, Yangluo Neighborhood, Wuhan, Hubei Province, PRC
|
|
|
Commercial
|
|
|
|
1,214,654.52
|
|
|
April 26, 2035
|
New York Office Premise
|
|
183 Broadway, New York, NY 10007
|
|
|
Commercial
|
|
|
|
Suite 5
|
|
|
April 15, 2017
|
(1)
On October 8, 2016, we entered an amendment to the Land Lease No. HZ20150427 Agreement (“Amendment”) that was
executed on April 27, 2015 between the Company and Chunfeng Villagers Committee at the Yangluo Neighborhood Office in Xinzhou
District, Wuhan (“CVC”). We agreed to make an advance payment of the first year rent to CVC (“First Year Rent”),
upon the earlier of the following date or event to occur: (i) June 3rd, 2017; or (ii) within 5 days after the Company’s
port terminal obtains approval from the government. The term of such land lease is 20 years from the date of CVC’s receipt
of the First Year Rent.
MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS
The following discussion and analysis
of the results of operations and financial conditions for the years ended December 31, 2015 and 2014 should be read in conjunction
with our financial statements and the notes to those financial statements that are included elsewhere in this Report. Our discussion
includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives,
expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking
statements as a result of a number of factors. See “Cautionary Note Regarding Forward-looking Statements”
on page 25.
Overview
Yangtze River Development Limited is
a Nevada corporation that operates through its wholly-owned subsidiary Energetic Mind Limited, a British Virgin Islands company,
which holds 100% of the capital stock of Ricofeliz Capital (HK) Ltd., a Hong Kong company that holds 100% of the capital stock
of Wuhan Yangtze River Newport Logistics Co., Ltd., a wholly foreign-owned enterprise formed under the laws of the People’s
Republic of China that primarily engages in the business of real estate and infrastructural development with a port Logistics
Center located in Wuhan, Hubei Province of China. Situated in the middle reaches of the Yangtze River, Wuhan Newport is a large
infrastructure development project implemented under China's latest "One Belt One Road" initiative and is believed to
be strategically positioned in the anticipated "Pilot Free Trade Zone" of the Wuhan Port, a crucial trading window among
China, the Middle East and Europe. To be fully developed upon completion, within the Logistics Center, there will be six operating
zones: including port operation area, warehouse and distribution area, cold chain logistics area, rail cargo loading area, exhibition
area and business related area. The logistics center is also expected to provide a number of shipping berths for cargo ships of
various sizes. Wuhan Newport is expected to provide domestic and foreign businesses a direct access to the Pilot Free Trade Zone
in Wuhan. The project will include commercial buildings, professional logistic supply chain centers, direct access to the Yangtze
River, Wuhan-Xinjiang-Europe Railway and ground transportation, storage and processing centers, and IT supporting services, among
others.
Our Logistics Center is an extensive
complex located in Wuhan, the capital of the Hubei Province of China, a major transportation hub city with access to numerous
railways, roads and expressways passing through the city and connecting to major cities in China, as well as other international
centers of commerce and business.
The Logistics Center is expected to
occupy approximately 1,918,000 square meters, for which the construction and development are expected to be completed in three
phases in three years and reach its target maximum annual profit by the end of 2021 assuming the entire funding required for construction
of the Logistics Center of $1.03 billion is in place by 2020 and the Logistics Center is in operation according to our business
plan. The following table illustrates the timeframe of our investment and construction progress.
Time
|
|
Phase
of
Investment/Construction
|
|
|
Percentage
of Total
Anticipated
Investment/Construction (1)
|
|
|
Production
Capacity (2)
|
|
1
st
Year (2017)
|
|
|
1
st
Phase
|
|
|
|
40
|
%
|
|
|
30
|
%
|
2
nd
Year (2018)
|
|
|
2
nd
Phase
|
|
|
|
70
|
%
|
|
|
40
|
%
|
3
rd
Year (2019)
|
|
|
3
rd
Phase
|
|
|
|
100
|
%
|
|
|
60
|
%
|
4
th
Year (2020)
|
|
|
Completed
|
|
|
|
100
|
%
|
|
|
75
|
%
|
5
th
Year (2021)
|
|
|
Completed
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
(1)
|
The percentage
of construction in a certain phase reflects the anticipated contribution of the investment
in such particular phase. For example, contribution of 40% of the total investment in
phase 1 will lead to construction of 40% of total value of the Wuhan Project.
|
|
(2)
|
The percentage of Production Capacity shows the fraction of the target maximum annual profit to
be earned under the full operation of the Wuhan Project. We target to reach its maximum annual profit by the end of 2021
assuming the entire funding required for construction of the Logistics Center of $1.03 billion is in place by 2020
and the Logistics Center is in operation according to our business plan.
|
The Logistics Center is located within
the Wuhan Newport Yangluo Port, on the upper stream of the Yangtze River, and close to the northern base of Wuhan Iron and Steel,
China's first mega-sized iron and steel production complex. The Logistics Center is expected to include a port terminal that will
be located approximately 26.5km from the Wuhan Guan and 5.5km from the Yangluo Yangtze River Bridge. The operation area of the
port is expected to consist of a riverbank of 1,039 meters with eight 5,000-to-10,000-ton berths, two of which are multi-purpose
berths and the other six are general cargo berths. It is designed to be able to handle up to 5,000,000 tons of cargo annually,
including up to 100,000 TEU for annual container throughput (including 20,000 TEU in freezers areas), 1,000,000 tons of iron and
steel and 3,000,000 tons of general cargo.
Within the Logistics Center, functional
areas will be divided into six operating zones: a port operation area, a warehouse and distribution area, a cold chain supply
logistics area, a rail cargo loading area, an exhibition area and a business related area. The Logistics Center will also be complemented
with container storage areas, multi-functional areas, general storage areas, multi-functional warehouse and infrastructural development,
including new roads, gas stations, parking areas, gas and water pipes, electricity lines and all other facilities and equipment
to operate the Logistics Center.
Aside from being situated in the Wuhan
Yangluo Comprehensive Bonded Zone, the Yangluo development area is amongst the third group of China’s Pilot Free Trade Zone
(FTZ) applicants to submit FTZ applications to the State Council. As of the date of this prospectus, approvals have been granted
to Shanghai, Tianjin, Guangdong and Fujian. Enterprises within the approved free-trade zones are typically entitled to a series
of favorable regulations and policies that could help the businesses grow and succeed. However, we can provide no assurance at
this point that the FTZ application will in fact be approved.
Wuhan Newport has signed a twenty-year
lease agreement, the maximum number of years permitted by the applicable PRC laws, and with rights to renew at its sole discretion,
effective April 27, 2015 to lease approximately 1,200,000 square meters of land for building logistics warehouses in support of
the Logistics Center. The warehouses are expected to comprise of port terminal zones, warehouse logistics zones, cold chain supply
zones and railroad loading and unloading zones. The warehouses will connect the port terminal along the Yangtze River and the
railway leading to Europe, satisfying the requirement of China’s latest “One Belt, One Road” initiative. It
will also be able to support large logistics companies in Wuhan and other nearby provinces, which will rent the warehouses, terminals
and offices within the Logistics Center.
Recent Development
Armada Financing
On October 3, 2016, we entered into
a Contribution, Conveyance and Assumption Agreement and an Addendum to the Agreement with Armada GP to (i) complete certain share
exchange and (ii) procure $1,000,000,000 in financing for the construction of the Logistics Center.
Entity
Conversion.
Pursuant to the Armada Agreement, Armada GP will become the general partner of its current controlling entity,
Bim Homes, Inc. (“Bim Homes”), upon Bim Homes’ conversion into Armada Enterprises LP (the “Armada LP”)
via a statutory conversion under Delaware law. Meanwhile Armada GP will contribute its ownership in Wight International Construction
LLC, an entity affiliated with Armada GP (“Wight”) in exchange for interests in Armada LP.
Share Exchange.
Pursuant to
the Armada Agreement, we agreed to issue to Wight a convertible promissory note in the amount of $500 million USD that may be
convertible into 50,000,000 shares of Company’s common stock at a conversion price at $10 per share (“Conversion Price”)
at the sole election of Wight. We also agreed to contribute 60 million shares of the Common Stock at $8.33 per share, 50 million
of which will be issued to Wight upon closing and the remaining 10,000,000 will be reserved with Company’s transfer agent
and may be issued subject to Armada GP’s fulfillment of its obligation of procuring $1,000,000,000 in construction financing
for the Logistics Center to be provided over a 3-year period. The 10 million shares shall otherwise become Company’s treasury
shares upon Armada GP’s default on such obligation.
Consideration
.
In consideration of Company’s Note, Contribution Shares and Reserve Shares, Wight agreed to issue the Company 100 million
membership units in Wight valued at a minimum of $10 per unit for an aggregate value of $1 billion, which would be converted to
limited partnership units in Armada LP, upon Armada GP’s contribution of its interest in Wight to Armada LP. Armada shall
also pay the Company a non-refundable $2 million USD (the “Cash Investment”) by selling at least $12 million USD worth
of the warrants issued by Bim Homes. The Cash Investment will be held by the Company in escrow as a break-up fee in the event
that Armada GP does not obtain financing in the amount of at least $50 million USD for the Company (the “Break-up Fee”).
The Break-up Fee shall become a working capital fund for the Company if Armada GP obtains such financing.
Financing
. Pursuant to the Armada
Agreement, we also agreed to engage Wight as its construction firm for construction of the Logistics Center, subject to compliance
with the applicable PRC laws. Wight will procure up to $1,000,000,000 in construction financing for the completion of our Wuhan
Project at approximately $200 million USD of new financing per year for five years. Upon closing, Wight will provide us with proof
of credit facilities of at least $500,000,000, which includes an allocation of $50 million USD in the form of debt security to
help the Company to meet NASDAQ listing qualifications.
Wight will seek financing of $200 million
each year for five years from 2017 and will use its discretionary funds from its own financing. Wight anticipates closing of the
first $200 million financing as soon as January 2017 for the first year of construction to be applied in manner to be determined
upon satisfaction of its due diligence and site visit on the Logistics Center. Wight, as the developer, will undertake and procure
the financing on customary terms and conditions associated with construction financing. Wight plans to obtain the balance of the
$800 million through various financial institutions in the form of construction loans. The lender of such construction loans shall
be determined upon how these loans will be constructed.
Closing
Conditions.
Closing shall occur upon (i) all parties’ representations and warranties are true and correct and (ii) the
parties’ execution of a Memorandum Of Understanding outlining the material terms of the construction agreement by and among
the Company, Wight and Armada GP or its affiliates.
Termination
. Termination of the Armada Agreement may occur by (i) mutual
written consent; (ii) by either party if the closing has not occurred within 60 days provided the terminating party is not in
breach; and/or (iii) by either party if the other party materially breached any of its covenants or representations provided however
that the breaching party will first have 30 days to cure.
On November 17, 2016, Wight elected
to convert the principal of the Note issued by the Company on November 16, 2016 in connection with the Armada Agreement to 50
million shares of the Company’s Common Stock. Pursuant to the exercise of the conversion rights, we issued 50
million shares of the Company’s common stock at the conversion price of $10 per share. As result of such conversion, Wight
holds 100,000,000 shares of the Company’s common stock with 36.73% of the Company’s voting power. Wight is now the
largest shareholder of the Company.
Management Evaluation On Armada
Financing
The Armada LP Units are priced based
upon its payment of a minimum annual distribution of 5% of its net asset value, or price, to the unit holders, as publicly traded
limited partnership units are priced based upon its cash distributions to the unit holders. The Armada Limited Partnership Agreement
(“LP Agreement”) fixed the minimum annual distribution of 5% at $0.50 per unit based upon a $10 per unit price rather
than have the minimum annual distribution fluctuate based upon the price. The LP Agreement also subordinates units held by the
general partner members as an internal control so that units held by the public are prioritized to receive their minimum distributions.
We will receive 100,000,000 Armada LP Units. Each Preferred B unit in Wight will be contributed to Armada LP for one LP unit.
The Preferred B Unit value of $10 was
set to enable a unit-for-unit exchange on the contribution of Wight to Armada LP. The number of units in Wight that would be contributed
was determined by the projected cash flow of Wight’s operations and number of LP units whose minimum distribution could
be supported by a discounted cash flow projection. The common and preferred A units of Wight will be contributed for subordinated
Armada LP units as protection to the common LP units from any failure to meet those projections.
The Note we issued to Wight is convertible
into 50 million shares of the Company’s Common Stock at $10 per share because the $10 per share is consistent to the conversion
price in the convertible note that was issued to Jasper Lake Holdings Limited on December 19, 2015. Based upon the $1.66 billion
acquisition value of Wuhan Newport, which is a fair reflection of the value of the project in Wuhan to be completed in 3 years,
we believe that $10 per share is a fair conversion price for the Company with 172,269,446 shares of common stock outstanding as
of the date of the Contribution Agreement.
Remediation Effort Taken to Address
the Material Weaknesses Identified for the Fiscal Year Ended December 31, 2015
We have concluded that there are material
weaknesses in our internal control over financial reporting for the fiscal year ended December 31, 2015, as we did not maintain
effective controls over the selection and application of GAAP related to the classification of capital transactions. Specifically,
the members of our management team with the requisite level of accounting knowledge, experience and training commensurate with
our financial reporting requirements did not analyze certain accounting issues at the level of detail required to ensure the proper
application of GAAP in certain circumstances. These material weaknesses resulted in the restatement of our financial statements
for the year ended December 31, 2015.
In addition to the implementation of effective
internal control and oversight steps we have taken described in “
Committees of the Board of Directors
” beginning
on page 57, we also plan to implement other measures in addition to those already in place to continue improving our internal
control and oversight during 2016. We plan to achieve this primarily through ensuring appropriate review of accounting policies
and procedures related to the accounting measurements by the members of management with the requisite level of knowledge, experience
and training to appropriately apply GAAP.
We also intend to take the following
actions to further improve our internal control for financial reporting:
|
●
|
Provide
more U.S. GAAP knowledge and SEC reporting requirement training to our CFO, accounting and other finance personnel;
|
|
●
|
Hire
additional personnel with sufficient U.S. GAAP experience;
|
|
●
|
Establish
formal policies and procedures in internal accounting and audit function;
|
|
●
|
Implementation
of an ongoing initiative and training in the Company to ensure the importance of internal controls and compliance with established
policies and procedures are fully understood throughout the organization and plan to provide continuous U.S. GAAP knowledge
training to relevant employees involved to ensure the performance of and compliance with those procedures and policies.
|
Although we believe that the steps
we have taken sufficiently remediate the material weaknesses we had for the fiscal years ended December 31, 2015, any actions
we have taken or may take to address those material weaknesses we had for the fiscal year ended December 31, 2015 are subject
to continued management review supported by testing, as well as oversight by the Audit Committee of our Board of Directors.
Factors Affecting our Operating Results
Growth of China’s Economy
.
We operate and derive all of our revenue from operations in China. Economic conditions in China, therefore, affect our operations,
including the demand for our properties and services and the availability and prices of land maintenance, among other expenses.
China has experienced significant economic growth with recorded Gross Domestic Product growth rates at 7.7% in 2013, 7.4% in 2014
and 6.9% in 2015. China is expected to experience continued growth in all areas of investment and consumption. However,
if the Chinese economy were to become significantly affected by a negative stimulus, China’s growth rate would likely to
fall and our revenue could correspondingly decline.
Government Regulations.
Our business and results of operations are subject to PRC government policies and regulations regarding the following:
|
●
|
Land
Use Rights
- According to the Land Administration Law of the PRC and Interim Regulations of the People’s Republic
of China Concerning the Assignment and Transfer of the Right to the Use of the State-owned Land in the Urban Areas, individuals
and companies are permitted to acquire rights to use urban land or land use rights for specific purposes, including residential,
industrial and commercial purposes. We acquire land use rights from local governments and/or other entities for development
of residential and commercial real estate projects. We do not have ownership over these properties.
|
|
●
|
Land Development
- According to the Urban Real Estate Development and Operation Administration Regulation, the Urban Real Estate Development and Operation Administration Rules of Hebei Province promulgated by the government of the Hebei Province, and the Real Estate Development Enterprise Qualification Administration Regulation, a real estate development enterprise shall obtain a Real Estate Development Enterprise Qualification Certificate. We obtained the related certificates and seek to ensure that each phase of our projects complies with our certificates.
|
|
●
|
Project
Financing
- According to the Land Administration Law and the Property Law of the PRC, the land use rights, residential
housing and other buildings still in the process of construction may be pledged and mortgaged. From time to time, we pledge
and mortgage our land use rights and real properties to lenders in order to obtain project financing.
|
Interest Rate and Inflation Challenges.
We are subject to market risks due to fluctuations in interest rates and refinancing of mid-term debt. Higher interest
rates may also affect our revenues, gross profits and our ability to raise and service debt and to finance our developments. Inflation
could result in increases in the price of raw materials and labor costs. We do not believe that inflation or deflation
has affected our business materially.
Acquisitions of Land Use Rights
and Associated Costs
.
We acquire land use rights for development through the governmental auction process and by obtaining
land use rights permits from third parties through negotiation, acquisition of entities, co-development or other joint venture
arrangements. Our ability to secure sufficient financing for land use rights acquisitions and property development depends on
internal cash flows in addition to lenders’ perceptions of our credit reliability, market conditions in the capital markets,
investors’ perception of our securities, the PRC’s economy and the PRC’s government regulations that affect
the availability and cost of financing real estate companies or property purchasers.
Critical Accounting Estimates
As discussed in Part II, Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year
ended December 31, 2015, we consider our estimates on revenue recognition, impairment of long-lived assets, and real estate property
refunds and compensation payables to be the most critical in understanding the judgments that are involved in preparing our consolidated
financial statements. There have been no significant changes to these estimates in the six months ended June 30, 2016.
Results of Operations
Comparison of Three Months Ended September 30, 2016
and 2015
The following table sets forth the results of our operations for the periods indicated in U.S. dollars
|
|
For the three months
ended September 30
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
Costs of revenue
|
|
|
-
|
|
|
|
-
|
|
Gross profit
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
$
|
-
|
|
|
$
|
3,720
|
|
General and administrative expenses
|
|
|
763,361
|
|
|
|
488,076
|
|
Total operating expenses
|
|
|
763,361
|
|
|
|
491,796
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(763,361
|
)
|
|
|
(491,796
|
)
|
|
|
|
|
|
|
|
|
|
Other expenses
|
|
|
|
|
|
|
|
|
Other income
|
|
|
-
|
|
|
|
-
|
|
Other expenses
|
|
|
-
|
|
|
|
(3,110
|
)
|
Interest income
|
|
|
42
|
|
|
|
7
|
|
Interest expenses
|
|
|
(2,156,558
|
)
|
|
|
(730,629
|
)
|
Total other expenses
|
|
|
(2,156,516
|
)
|
|
|
(733,732
|
)
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(2,919,877
|
)
|
|
|
(1,225,528
|
)
|
Income taxes expense
|
|
|
285,801
|
|
|
|
306,382
|
|
Net loss
|
|
$
|
(2,634,076
|
)
|
|
$
|
(919,146
|
)
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(1,120,502
|
)
|
|
|
(817,493
|
)
|
Comprehensive loss
|
|
$
|
(3,754,578
|
)
|
|
$
|
(1,736,639
|
)
|
|
|
|
|
|
|
|
|
|
Loss per share - basic and diluted
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - basic and diluted
|
|
|
172,268,077
|
|
|
|
151,000,000
|
|
Revenue.
We did not generate any revenue from
the sales of real estate property for the three months ended September 30, 2016 and 2015. In addition, since our Logistics Center
is still in its development stage and therefore is not yet in operation, we have not started providing any logistics service within
our port terminal and have not generated any sales from providing such services.
Cost of Revenue.
For the three months ended September
30, 2016 and 2015, our cost of goods sold was $0, respectively.
Gross Profit.
Our gross margin was $0 for the three
months ended September 30, 2016 and 2015, respectively.
Selling expenses.
No selling expenses occurred for the
three months ended September 30, 2016, compared to $3,720 for the three months ended September 30, 2015, a decrease of $3,720.
The decrease is primarily due to the decrease of marketing expenses.
General and administrative expenses
.
Our general and administrative expenses
consist of salaries, office expenses, utilities, business travel, amortization expenses (including legal expenses, accounting
expenses and other professional service expenses) and stock compensation. General and administrative expenses were $763,361 for
the three months ended September 30, 2016, compared to $488,076 for the three months ended September 30, 2015, an increase of
$275,285 or 56 %. The significant increase is mainly because of the increase of expenses relating to professional services.
Loss from operations.
As a result of the factors described
above, operating loss was $763,361 for the three months ended September 30, 2016, compared to operating loss of $491,796 for the
three months ended September 30, 2015, an increase of operating loss of $271,565, or approximately 55%. The significant increase
is mainly because of the increase of expenses relating to general and administrative expenses.
Other expenses.
We had other expenses totaling $2,156,516
for the three months ended September 30, 2016, compared to other expense totaling $733,732 for the three months ended September
30, 2015. The significant increase in expenses is mainly attributable to the interest of convertible bond issued on December 19,
2015, which was described elsewhere in the Quarterly Report. Our interest income and expenses were $42 and $2,156,558, respectively,
for the three months ended September 30, 2016, compared to interest income and expenses of $7 and $730,629, respectively, for
the three months ended September 30, 2015. No other income and expenses occurred for the three months ended September 30, 2016,
compared to other income and expenses of $0 and $3,110, respectively, for the three months ended September 30, 2015.
Income tax.
We received an income tax benefit of
$285,801 for the three months ended September 30, 2016, compared to $306,382 for the three months ended September 30, 2015. The
slight decrease is mainly due to the decrease of net loss incurred from Wuhan Newport.
Net loss.
As a result of the factors described
above, our net loss from operations for the three months ended September 30, 2016 was $2,634,076, compared to net loss of $919,146
for the three months ended September 30, 2015, an increase in loss of $1,714,930.
Foreign currency translation.
Our condensed consolidated financial
statements are expressed in U.S. dollars but the functional currency of our operating subsidiary is RMB. Results of operations
and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified
exchange rate at the end of the period and equity is translated at historical exchange rates. Translation adjustments resulting
from the process of translating the financial statements denominated in RMB into U.S. dollars are included in determining comprehensive
income. Our foreign currency translation loss for the three months ended September 30, 2016 was $1,120,502, compared to a foreign
currency translation loss of $817,493 for the three months ended September 30, 2015, an increase of $303,009. The significant
decrease is mainly attributable to the depreciation of RMB against U.S. dollars.
Net loss available to common stockholders.
Net loss available to our common stockholders
was $0.02 per share, for the three months ended September 30, 2016, compared to net loss of $0.01 per share for the three months
ended September 30, 2015.
Comparison of Nine Months Ended September 30, 2016
and 2015
The following
table sets forth the results of our operations for the periods indicated in U.S. dollars
|
|
For the nine months
ended
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
Costs of revenue
|
|
|
-
|
|
|
|
-
|
|
Gross profit
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
$
|
1,459
|
|
|
$
|
8,006
|
|
General and administrative expenses
|
|
|
4,558,102
|
|
|
|
1,470,700
|
|
Total operating expenses
|
|
|
4,559,561
|
|
|
|
1,478,706
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(4,559,561
|
)
|
|
|
(1,478,706
|
)
|
|
|
|
|
|
|
|
|
|
Other expenses
|
|
|
|
|
|
|
|
|
Other income
|
|
|
2,827
|
|
|
|
-
|
|
Other expenses
|
|
|
(28
|
)
|
|
|
3,110
|
|
Interest income
|
|
|
174
|
|
|
|
33
|
|
Interest expenses
|
|
|
(6,474,519
|
)
|
|
|
(2,326,475
|
)
|
Total other expenses
|
|
|
(6,471,546
|
)
|
|
|
(2,329,552
|
)
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(11,031,107
|
)
|
|
|
(3,808,258
|
)
|
Income taxes expense
|
|
|
884,725
|
|
|
|
952,064
|
|
Net loss
|
|
$
|
(10,146,382
|
)
|
|
$
|
(2,856,194
|
)
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(7,913,387
|
)
|
|
|
(682,081
|
)
|
Comprehensive loss
|
|
$
|
(18,059,769
|
)
|
|
$
|
(3,538,275
|
)
|
|
|
|
|
|
|
|
|
|
Loss per share - basic and diluted
|
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - basic and diluted
|
|
|
172,268,077
|
|
|
|
151,000,000
|
|
Revenue.
We did not generate any revenue from
the sales of real estate property for the nine months ended September 30, 2016 and 2015, respectively. In addition, since our
Logistics Center is still in its development stage and therefore is not yet in operation, we have not started providing any logistics
service within our port terminal and have not generated any sales from providing such services.
Cost of Revenue.
During the nine months ended September
30, 2016 and 2015, our cost of goods sold was $0.
Gross Profit.
Our gross margin was $0 for the nine
months ended September 30, 2016 and 2015, respectively.
Selling expenses.
Selling expenses was $1,459 for the
nine months ended September 30, 2016, compared to $8,006 for the nine months ended September 30, 2015, a decrease of $6,547. The
decrease is primary due to the decrease of marketing expenses.
General and administrative expenses
.
Our general and administrative expenses
consist of salaries, office expenses, utilities, business travel, amortization expenses (including legal expenses, accounting
expenses and other professional service expenses) and stock compensation. General and administrative expenses were $4,558,102
for the nine months ended September 30, 2016, compared to $1,470,700 for the nine months ended September 30, 2015, an increase
of $3,087,402 or 209%. The significant increase is mainly because of the increase of expenses related to professional services.
Loss from operations
.
As a result of the factors described
above, operating loss was $4,559,561 for the nine months ended September 30, 2016, compared to operating loss of $1,478,706 for
the nine months ended September 30, 2015, an increase of operating loss of $3,080,855, or approximately 208%. The significant
increase is mainly because of the increase of expenses relating to general and administrative expenses.
Other expenses.
We had other expenses totaling $6,471,546
for the nine months ended September 30, 2016, compared to other expense totaling $2,329,552 for the nine months ended September
30, 2015. The significant increase in expenses is mainly attributable to the interest of convertible bond issued on December 19,
2015, which was described elsewhere in the Quarterly Report. Our interest income and expenses were $174 and $6,474,519, respectively,
for the nine months ended September 30, 2016, compared to interest income and expenses of $33 and $2,326,475, respectively, for
the nine months ended September 30, 2015. Other income and expenses were $2,827 and $28, respectively, for the nine months ended
September 30, 2016, compared to other income and expenses of $0 and $3,110, respectively, for the nine months ended September
30, 2015.
Income tax.
We received an income tax benefit of
$884,725 for the nine months ended September 30, 2016, compared to $952,064 for the nine months ended September 30, 2015. The
decrease is primary attributable to the decrease of net loss incurred from Wuhan Newport.
Net loss.
As a result of the factors described
above, our net loss from operations for the nine months ended September 30, 2016 was $10,146,382, compared to net loss of $2,856,194
for the nine months ended September 30, 2015, an increase in loss of $7,290,188.
Foreign currency translation.
Our condensed consolidated financial
statements are expressed in U.S. dollars but the functional currency of our operating subsidiary is RMB. Results of operations
and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified
exchange rate at the end of the period and equity is translated at historical exchange rates. Translation adjustments resulting
from the process of translating the financial statements denominated in RMB into U.S. dollars are included in determining comprehensive
income. Our foreign currency translation loss for the nine months ended September 30, 2016 was $7,913,387, compared to a foreign
currency translation loss of $682,081 for the nine months ended September 30, 2015, an increase of $7,231,306. The significant
decrease is primarily due to the depreciation of RMB against the U.S. dollars.
Net loss available to common stockholders.
Net loss available to our common stockholders
was $0.06 per share for the nine months ended September 30, 2016, compared to net loss of $0.02 per share for the nine months
ended September 30, 2015.
Comparison of Fiscal Years Ended
December 31, 2015 and 2014
|
|
For
the Years Ended
December
31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
3,458,295
|
|
Cost of revenue
|
|
|
-
|
|
|
|
3,693,783
|
|
Gross loss
|
|
|
-
|
|
|
|
(235,488
|
)
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
|
11,577
|
|
|
|
87,866
|
|
General and administrative expenses
|
|
|
4,547,646
|
|
|
|
2,090,499
|
|
Total operating expenses
|
|
|
4,559,223
|
|
|
|
2,178,365
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(4,559,223
|
)
|
|
|
(2,413,853
|
)
|
|
|
|
|
|
|
|
|
|
Other expenses
|
|
|
|
|
|
|
|
|
Other income
|
|
|
868
|
|
|
|
-
|
|
Other expenses
|
|
|
(3,231
|
)
|
|
|
-
|
|
Interest income
|
|
|
55
|
|
|
|
10,996
|
|
Interest expenses
|
|
|
(3,199,031
|
)
|
|
|
(3,256,660
|
)
|
Total other income (expenses)
|
|
|
(3,201,339
|
)
|
|
|
(3,245,664
|
)
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(7,760,562
|
)
|
|
|
(5,659,517
|
)
|
Income taxes benefit
|
|
|
1,378,700
|
|
|
|
1,402,421
|
|
Net loss
|
|
$
|
(6,381,862
|
)
|
|
$
|
(4,257,096
|
)
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(6,649,917
|
)
|
|
|
(147,341
|
)
|
Comprehensive loss
|
|
$
|
(13,031,779
|
)
|
|
$
|
(4,404,437
|
)
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share - basic and diluted
|
|
$
|
(0.04
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - basic and diluted
|
|
|
151,682,554
|
|
|
|
151,000,000
|
|
Revenue.
During the fiscal year ended December
31, 2015, we did not generate any revenue, compared to revenue of $3,458,295 for the fiscal year ended December 31, 2014, a decrease
of $3,458,295 or approximately 100.0%. The significant decrease was mainly because we did not engage in any steel trading during
the fiscal year ended 2015.
We also did not generate any revenue
from the sales of real estate property for the years ended December 31, 2015 and 2014.
Cost of Revenue.
Our cost of revenue sold consists of
the cost of purchased goods. During the year ended December 31, 2015, our cost of goods sold was $nil, compared to $3,693,783
for the cost of goods sold for the year ended December 31, 2014, a decrease of $3,693,783 or approximately 100.0%. The decrease
in the cost of revenue was mainly due to the lack of steel trading during the fiscal year ended 2015.
Gross Loss.
Our gross margin increased from a loss
of $235,488 for the fiscal year ended December 31, 2014 to $nil for the fiscal year ended December 31, 2015. The increase of the
gross margin is mainly due to the lack of steel trading during the fiscal year ended December 31, 2015 and we sold steel for less
than the cost of goods during the fiscal year ended December 31, 2014.
Operating Expenses.
Operating expenses totaled $4,559,223
for the year ended December 31, 2015, compared to $2,178,365 for the year ended December 31, 2014, an increase of $2,380,858,
or approximately 109%. The significant increase is mainly because of significant increase of general and administrative expenses
offset by decrease in selling expenses.
Selling, General and Administrative expenses
.
Selling expenses decrease from $87,866
for the fiscal year ended December 31, 2014 to $11,577 for the fiscal year ended December 31, 2015, a decrease of $76,289, or
approximately 86.83%. The decrease is mainly attributable to decrease in steel trading during the fiscal year ended December 31,
2015.
Our general and administrative expenses
consist of salaries, office expenses, utilities, business travel, amortization expenses (including legal expenses, accounting
expenses and other professional service expenses) and stock compensation. General and administrative expenses were $4,547,646 for
the fiscal year ended December 31, 2015, compared to $2,090,499 for the fiscal year ended December 31, 2014, an increase of $2,457,147
or 118 %. The significant increase is mainly because of the increase of expenses related to professional fees in
connection with our merger with Kirin and in preparation of this offering and application for listing to the NASDAQ Global Select
Market.
Loss from Operations.
As a result of the factors described
above, operating loss was $4,559,223 for the fiscal year ended December 31, 2015, compared to operating loss of $2,413,853 for
the fiscal year ended December 31, 2014, an increase of operating loss of $2,145,370, or approximately 88.88%.
Other Expenses.
We had a total other expense of $3,201,339
for the fiscal year ended December 31, 2015, compared to a total expense of $3,245,664 for the fiscal year ended December 31,
2014. Our interest income and expense were $55 and $3,199,031, respectively, for the fiscal year ended December 31, 2015, compared
to interest income and expenses of $10,996 and $3,256,660, respectively, for the fiscal year ended December 31, 2014. Other income
and expenses were $868 and $3,231 for the fiscal year ended December 31, 2015, compared to $nil for the fiscal year ended December
31, 2014.
Income Tax.
We received an income tax benefit of
$1,378,700 for the fiscal year ended December 31, 2015, compared to $1,402,421 for the fiscal year ended December 31, 2014.
Net Loss.
As a result of the factors described
above, our net loss from operations for the year ended December 31, 2015 was $6,381,862, compared to net loss of $4,257,096 for
the fiscal year ended December 31, 2014, an increase in loss of $2,124,766.
Foreign Currency Translation.
Our consolidated financial statements
are expressed in U.S. dollars but the functional currency of our operating subsidiary is RMB. Results of operations and cash flows
are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate
at the end of the period and equity is translated at historical exchange rates. Translation adjustments resulting from the process
of translating the financial statements denominated in RMB into U.S. dollars are included in determining comprehensive income.
Our foreign currency translation loss for the year ended December 31, 2015 was $6,649,917, compared to $147,341 for the year ended
December 31, 2014, an increase of $6,502,576.
Net Loss Available to Common
Stockholders.
Net loss available to our common stockholders
was $0.04 per share (basic and diluted), for the fiscal year ended December 31, 2015, compared to net loss of $0.03 per share
(basic and diluted), for the year ended December 31, 2014.
Liquidity and Capital Resources
The following table sets forth a summary of our cash flows
for the nine months indicated:
|
|
Nine
Months Ended
September
30,
|
|
|
|
2016
|
|
|
2015
|
|
Net Cash Used in Operating Activities
|
|
$
|
(1,584,395
|
)
|
|
$
|
(3,479,819
|
)
|
Net Cash Used in Investing Activities
|
|
$
|
(1,851
|
)
|
|
$
|
-
|
|
Net Cash Provided by Financing Activities
|
|
$
|
1,127,682
|
|
|
$
|
3,425,886
|
|
We had a balance of cash and cash equivalents
of $53,559 as of September 30, 2016. We have historically funded our working capital needs through advance payments from customers,
bank borrowings, and capital from stockholders. Our working capital requirements are influenced by the state and level of our
operations, and the timing of capital needed for projects.
Operating Activities
.
Net
cash used in operating activities was $1,584,395 for the nine months ended September 30, 2016, compared to net cash used in operating
activities of $3,479,819 for the nine months ended September 30, 2015, a decrease of $1,895,424. The decrease in net cash used
in operating activities was primarily contributed by the following factors:
|
●
|
Share-based compensation expense contributed $2,014,664 cash
inflow for nine months ended September 30, 2016. In the same period of 2015, share-based compensation expense contributed
$0 cash inflow, which led to a decrease of $2,014,664 in net cash outflow.
|
|
|
|
|
●
|
Changes in real estate properties and land lots under development
provided $206,640 cash outflow for the nine months ended September 30, 2016, compared to changes in real estate properties
and land lots under development contributed $702,362 cash outflow in the same period of 2015, which led to a decrease of $495,722
in net cash outflow.
|
|
|
|
|
●
|
Changes in accounts payable provided $7,376 cash outflow
for the nine months ended September 30, 2016, compared to $nil cash outflow for the nine months ended September 30, 2015,
which lead to an increase of $7,376 in net cash outflow from operating activities.
|
|
●
|
Changes in other payables and accrued liabilities provided
$6,486,134 cash inflow for the nine months ended September 30, 2016, compared other payables and accrued liabilities contributed
$94,571 cash inflow for the nine months ended September 30, 2015, which led to a decrease of $6,391,563 in net cash outflow.
|
|
|
|
|
●
|
We have net loss of $10,146,382 for the nine months ended
September 30, 2016, compared to net loss of $2,856,194 for the nine months ended September 30, 2015, which led to an increase
of $7,290,188 in net cash outflow.
|
Investing Activities.
Net cash used in investing activities was $1,851 for the nine months ended September 30, 2016, compared to $0 for the nine months
ended September 30, 2015, representing an increase of $1,851 in cash outflow. The increase was primarily because of the increase
of cash used for purpose of purchasing equipment.
Financing Activities
.
Net
cash provided by financing activities was $1,127,682 for the nine months ended September 30, 2016, compared to net cash of $3,425,886
provided by financing activities for the nine months ended September 30, 2015, representing a decrease of $2,298,204 in cash inflow.
The decrease was primarily because we had advances of $1,203,672 from related parties in the nine months ended September 30, 2016,
compared to $3,587,869 for the nine months ended September 30, 2015.
As shown in our financial statements,
we have negative cash flows from operations, sustained recurring losses for a number of years and currently we are not generating
revenues. Over the past years, we have been funded through a combination of bank loans and advances from shareholders. On January
29, 2016, we received an undertaking commitment letter provided by our majority shareholder who is willing to provide sufficient
funding on an as-needed basis. In addition, we plan to dispose of the existing developed real estate properties with market value
of approximately $42 million when we need cash flows. We believe that, as a result of these, we currently have sufficient cash
and financing commitments to meet our funding requirements for 18 months.
The following table
sets forth a summary of our cash flows for the fiscal years indicated:
|
|
Years
Ended
December
31,
|
|
|
|
2015
|
|
|
2014
|
|
Net cash provided by from operating activities
|
|
$
|
(4,735,142
|
)
|
|
$
|
(5,277,025
|
)
|
Net cash provided by (used in) investing activities
|
|
$
|
494,179
|
|
|
$
|
(70,908
|
)
|
Cash flows provided by financing activities
|
|
$
|
4,698,162
|
|
|
$
|
4,346,367
|
|
Effect of exchange rate changes on cash and cash equivalent
|
|
$
|
(996
|
)
|
|
$
|
(5,801
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
$
|
456,203
|
|
|
$
|
(1,007,367
|
)
|
Cash and cash equivalents - beginning of year
|
|
$
|
56,366
|
|
|
$
|
1,063,733
|
|
Cash and cash equivalents - end of year
|
|
$
|
512,569
|
|
|
$
|
56,366
|
|
We had a balance of cash and cash equivalents
of $512,569 as of December 31, 2015 compared to a balance of $56,366 as of December 31, 2014. We have historically funded our
working capital needs through advance payments from customers, bank borrowings, and capital from stockholders. Our working capital
requirements are influenced by the state and level of our operations, and the timing of capital needed for projects.
Operating Activities
.
Net
cash outflow from operating activities was $4,735,142 for the fiscal year ended December 31, 2015, compared to net cash outflow
from operating activities of $5,277,025 for the year ended December 31, 2014, a decrease of $541,883. The decrease in net cash
outflow from operating activities was primarily contributed by the following factors:
|
●
|
Changes
in prepayments (combination of others receivables) provided $nil cash outflow for the fiscal year ended December 31, 2015. In
the same period of 2014, changes in prepayments (combination of others receivables) provided $884,391 cash inflow, which led
to a decrease of $884,391 in net cash inflow.
|
|
●
|
Changes
in real estate properties and land lots under development provided $778,977 cash outflow for the year ended December 31, 2015,
compared to changes in real estate properties and land lots under development contributed $6,412,919 cash outflow in the same
period of 2014, which led to a decrease of $5,633,942 in net cash outflow.
|
|
●
|
Changes
in accounts payable provided $nil cash inflow for the fiscal year ended December 31, 2015, compared to $4,486,912 cash inflow
for the fiscal year ended December 31, 2014, which lead to a decrease of $4,486,912 in net cash inflow from operating
activities.
|
|
●
|
Changes
in other payables and accrued liabilities provided $2,257,051 cash inflow for the fiscal year ended December 31, 2015, compared
other payables and accrued liabilities contributed $72,260 cash inflow in the same period of 2014, which led to
an increase of $2,184,791 in net cash inflow.
|
|
●
|
We
have net loss of $6,381,862 for the fiscal year ended December 31, 2015, compared to net loss $4,257,096 in the same period
of 2014, which led to an increase of $2,124,766 increase in net cash outflow.
|
Investing Activities.
Net
cash provided by investing activities was $494,179 for the fiscal year ended December 31, 2015, compared to net cash of $70,908
used in investing activities for the fiscal year ended December 31, 2014, represented an increase of $565,087. The
increase was primarily because of decrease of cash used for purpose of property and equipment, as well as the effect of share
exchange completed in December, 2015.
Financing Activities
.
Net
cash provided by financing activities was $4,698,162 for the fiscal year ended December 31, 2015, compared to net cash of $4,346,367
provided by financing activities for the fiscal year ended December 31, 2014, represented an increase of $351,795. The increase
was primarily because we have a $176,599 of repayment of financial institution loans in the fiscal year ended December 31, 2015,
compared to $488,146 for the same period in 2014.
As shown in our financial statements,
we have negative cash flows from operations, sustained recurring losses for a number of years and currently we are not generating
revenues. Over the past years, we have been funded through a combination of bank loans and advances from shareholders. On January
29, 2016, we received an undertaking commitment letter provided by our majority shareholder who is willing to provide sufficient
funding on an as-needed basis. In addition, we plan to dispose of the existing developed real estate properties with market value
of approximately $42 million when we need cash flows. We believe that, as a result of these, it currently has sufficient cash
and financing commitments to meet its funding requirements for a reasonable period of time.
Contractual Obligations
Jasper Lake Holdings Limited (“Jasper”),
a related party, holds an 8% convertible promissory note in the principal amount of $75,000,000 with a maturity date of December
19, 2018. Upon maturity, Jasper may convert all or any portion of the then aggregate outstanding principal amount, together with
any accrued and unpaid interest, into shares of Company’s common stock at $10.00 per share.
Off-Balance Sheet Arrangements
On January 29, 2016, we received an
undertaking commitment letter provided by our majority shareholder who is willing to provide sufficient funding on an as-needed
basis. We believe that the financial commitment provided by our majority shareholder could provide our company with sufficient
capital resources to meet our capital needs for a reasonable period of time.
Recently Issued Accounting Guidance
As described in Note 2 to the Condensed Consolidated Financial Statements, we not believe recently
issued but not yet effective accounting standards from ASU 2016-15, if currently adopted, would have a material effect of the
condensed consolidated financial position, results of operation and cash flows.
UNDERWRITING
Boustead Securities, LLC., is acting
as the representative of the underwriters of the offering (the “Representative”). We have entered into an underwriting
agreement dated [●], 2016 with the Representative. Subject to the terms and conditions of the underwriting agreement, we
have agreed to sell to each underwriter named below and each underwriter named below has severally agreed to purchase, at the
public offering price, less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number
of shares of common stock listed next to its name in the following table:
Name
|
Total
Number of
Shares
|
|
Boustead Securities, LLC
|
|
[●]
|
|
_____________
|
|
_____________
|
|
_____________
|
|
_____________
|
|
Total:
|
|
[●]
|
|
The underwriters are committed severally
to purchase all of the shares of common stock offered by us. The obligations of the underwriters may be terminated upon the occurrence
of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’
several obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement,
such as receipt by the underwriters of officers’ certificates and legal opinions.
We have agreed to indemnify the underwriters
against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters
may be required to make in respect thereof.
The underwriters propose to offer the
shares of common stock offered by us to the public at the registered direct offering price set forth on the cover of this prospectus.
Our stock is currently listed on the
OTC Markets under the symbol “YERR”. We intend to apply to list our common stock on the NASDAQ Global Select, but
we cannot assure you that our application will be approved at this point.
Discounts, Commissions and Expense
Reimbursement.
The following table shows the public offering price, underwriting discount and proceeds, before
expenses, to us.
|
Per
Share
|
Total
|
Public
offering price
|
$ [●]
|
|
$
|
40,000,000
|
Underwriting
discounts and commissions to be paid by us
(1)
|
$ [●]
|
|
$
|
2,000,000
|
Proceeds,
before expenses, to us
|
$ [●]
|
|
$
|
38,000,000
|
Non-accountable
expense allowance
|
$ [●]
|
|
$
|
100,000
|
|
|
|
|
|
|
|
(1)
|
The underwriting
discounts and commissions are not payable with respect to the warrants issued to our
underwriters. See “
Underwriters’ Warrants
” below.
|
We will reimburse the Representative
for the full amount of its reasonable out-of-pocket expenses incurred promptly when invoiced, the Representative’s legal
expenses in an amount not to exceed $ 75,000 and costs of third-party due diligence reports in an amount not to exceed $25,000.
Additionally, upon the earlier of the termination of the Underwriting Agreement or the completion of a Transaction, we agree to
pay promptly in cash any unreimbursed expenses that have accrued as of such date.
We estimate that the total expenses
of the offering payable by us, excluding the total underwriting discount, will be approximately $[●] million.
Lock-Up Agreements.
We,
our directors and executive officers and shareholders beneficially own in excess of 5% of the currently issued and outstanding
shares of common stock will enter into lock-up agreements with the Representative pursuant to which each of these persons or entities,
for a period of time ranging from 90 days to 360 days from the effective date of the registration statement of which this prospectus
is a part without the prior written consent of the Representative, agree not to, (1) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend,
or otherwise transfer or dispose of, directly or indirectly, any shares of our securities or any securities convertible into or
exercisable or exchangeable for our shares of common stock owned or acquired on or prior to the closing date of this offering
(including any shares of common stock acquired after the closing date of this offering upon the conversion, exercise or exchange
of such securities), or publicly disclose the intention to do any of the foregoing; (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of the shares of common stock, whether
any such transaction described in clause (1) or (2) above is to be settled by delivery of shares of common stock or such other
securities, in cash or otherwise, except for certain exceptions and limitations; or (3) file or caused to be filed any registration
statement relating to the offering of any of our shares of common stock.
Underwriters’ Warrants
. We
have agreed to issue to our underwriters warrants to purchase the number of our shares of common stock in the aggregate equal
to 5% of the gross proceeds received by the Company from the Closing. The warrants will be exercisable at any time, and from time
to time, in whole or in part, during the period commencing 180 days from the effective date of the offering, which period
shall not extend further than five years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(i).
The warrants are exercisable at a per share price equal to 100% of the public offering price per share in the offering. The warrants
are also exercisable on a cashless basis. The warrants have been deemed compensation by FINRA and are therefore subject to a 180-day
lock-up pursuant to Rule 5110(g)(1) of FINRA. Neither our underwriters, nor permitted assignees under Rule 5110(g)(1), will sell,
transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any
hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants
or the underlying securities for a period of 180 days from the effective date of the offering. In addition, the warrants provide
for registration rights upon request, in certain cases. The demand registration right provided will not be greater than
five years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(iv). The piggyback registration
right provided will not be greater than seven years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(v).
We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting
commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants
may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our recapitalization,
reorganization, merger or consolidation. The warrant exercise price and/or underlying shares may also be adjusted for issuances
of shares of common stock at a price below the warrant exercise price.
Electronic Offer, Sale and
Distribution of Securities
. A prospectus in electronic format may be made available on the websites
maintained by one or more of the underwriters or selling group members, if any, participating in this offering and one or
more of the underwriters participating in this offering may distribute prospectuses electronically. The Representative may
agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account
holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet
distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on
these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which
this prospectus forms a part, has not been approved or endorsed by us or any underwriter in its capacity as underwriter, and
should not be relied upon by investors.
Stabilization
. In connection
with this offering, the underwriters may engage in stabilizing transactions, syndicate-covering transactions, penalty bids and
purchases to cover positions created by short sales.
Stabilizing transactions permit bids
to purchase securities so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of
preventing or retarding a decline in the market price of the securities while the offering is in progress.
Syndicate covering transactions involve
purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions.
A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward
pressure on the price of the securities in the open market that could adversely affect investors who purchase in the offering.
Penalty bids permit the Representative
to reclaim a selling concession from a syndicate member when the securities originally sold by that syndicate member are purchased
in stabilizing or syndicate covering transactions to cover syndicate short positions.
These stabilizing transactions, syndicate
covering transactions and penalty bids may have the effect of raising or maintaining the market price of our securities or preventing
or retarding a decline in the market price of our securities. As a result, the price of our securities in the open market may
be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation
or prediction as to the effect that the transactions described above may have on the price of our securities. These transactions
may be effected on the NASDAQ Capital Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued
at any time.
Passive Market Making
. In
connection with this offering, underwriters and selling group members may engage in passive market making transactions in our
shares of common stock on the NASDAQ Global Select or on the OTC Markets in accordance with Rule 103 of Regulation M under the
Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of
the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that
security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be
lowered when specified purchase limits are exceeded.
Potential Conflicts of Interest
. The
underwriters and their affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary
course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their
various business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively
trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their
own accounts and for the accounts of their customers and such investment and securities activities may involve securities and/or
instruments of our Company. The underwriters and their affiliates may also make investment recommendations and/or publish or express
independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that
they acquire, long and/or short positions in such securities and instruments.
Selling Restrictions Outside the
United States
Other than in the United States, no
action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus
in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or
sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the
offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes
are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus.
This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus
in any jurisdiction in which such an offer or a solicitation is unlawful.
European Economic Area
In relation to each Member State of
the European Economic Area which has implemented the Prospectus Directive, with effect from and including the date on which the
Prospectus Directive is implemented in that Member State, an offer of securities may not be made to the public in that Member
State, other than:
(a) to any legal
entity that is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 100 or,
if that Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other
than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of the Representative;
or
(c) in any other circumstances
that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive; provided that no such offer
of securities shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of the above, the
expression an “offer of securities to the public” in relation to any securities in any Member State means the communication
in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable
an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State (and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in that Member State), and the expression “Prospectus Directive” means Directive 2003/71/EC
and includes any relevant implementing measure in that Member State, and the expression “2010 PD Amending Directive”
means Directive 2010/73/EU.
United Kingdom
This prospectus and any other material
in relation to the shares described herein is only being distributed to, and is only directed at, persons in the United Kingdom
that are qualified investors within the meaning of Article 2(1)(e) of the Prospective Directive (“qualified investors”)
that also (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, (ii) who fall within Article 49(2)(a)
to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred
to as “relevant persons”). The shares are only available to, and any invitation, offer or agreement to purchase or
otherwise acquire such shares will be engaged in only with, relevant persons. This prospectus and its contents are confidential
and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in
the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus or
any of its contents.
Hong Kong
The shares may not be offered or sold
by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning
of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning
of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances
which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws
of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of
any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of
which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong)
other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional
investors” within the meaning of the Securities and Futures Ordinance (Cap.571 Laws of Hong Kong) and any rules made thereunder.
People’s Republic of China
This prospectus has not been and will
not be circulated or distributed in the PRC, and shares may not be offered or sold, and will not be offered or sold to any person
for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations
of the PRC. For the purpose of this paragraph, PRC does not include Taiwan, and the special administrative regions
of Hong Kong and Macau.
Singapore
This prospectus has not been registered
as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection
with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may
the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,
to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures
Act, Chapter 289 of Singapore (SFA), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance
with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where the shares are subscribed or
purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the
sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each
of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is
to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that
corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that
corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274
of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified
in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
Japan
The securities have not been and will
not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and may
not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used
herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to
others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption
from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other
applicable laws, regulations and ministerial guidelines of Japan.
Notice to Prospective Investors
in Switzerland
The shares may not be publicly
offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated
trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance
prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing
prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading
facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the
offering may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other
offering or marketing material relating to the offering, the Company, or the shares have been or will be filed with or approved
by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised
by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized
under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests
in collective investment schemes under the CISA does not extend to acquirers of the shares.
Notice to Prospective Investors
in the Dubai International Financial Centre
This prospectus relates to an Exempt
Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (DFSA). This prospectus is intended
for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to,
or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with
Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no
responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions
on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do
not understand the contents of this prospectus you should consult an authorized financial advisor.
DIRECTORS AND EXECUTIVE OFFICERS
Our directors, executive officers and key employees are listed
below. The number of directors is determined by our Board of Directors. All directors hold office until the
next annual meeting of the Board or until their successors have been duly elected and qualified. Officers are elected
by the Board of Directors and their terms of office are, except to the extent governed by employment contract, at the discretion
of the Board of Directors.
Directors and Executive Officers
Name
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Age
|
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Position
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Xiangyao Liu
|
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44
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Chief Executive Officer, President, Secretary and Chairman of the Board
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Xin “Cindy” Zheng
|
|
37
|
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Chief Financial Officer
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James Stuart Coleman
|
|
59
|
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Director
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Zhanhuai Cheng
|
|
68
|
|
Director
|
Yanliang Wu
|
|
50
|
|
Director
|
Yu Zong
|
|
45
|
|
Director
|
Harvey Leibowitz (1) (2) (3) (4) (5) (6)
|
|
81
|
|
Independent Director
|
Zhixue Liu (2) (3) (5)
|
|
52
|
|
Independent Director
|
Tongming Wang (1) (4) (6)
|
|
56
|
|
Independent Director
|
Romano Tio (1) (2) (3) (4) (5) (6)
|
|
55
|
|
Independent Director
|
Daniel W. Heffernan (1) (2) (3) (4) (5) (6)
|
|
66
|
|
Independent Director
|
Zhihong Su (1) (2) (3) (4) (5) (6)
|
|
55
|
|
Independent Director
|
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Nomination Committee
(4) Member of the Governance and Human
Resources Committee
(5) Member of the Board Oversight Committee
(6) Member of the Social Media Committee
Xiangyao Liu,
President,
CEO, Secretary and Chairman of the Board (age 44)
Mr. Xiangyao Liu served in the state-owned
Materials Bureau of Hebei Province and was involved in steel and other logistics trading between 1994 and 1996. From 1996 to 2003,
he invested and established the Pacific Trade and Logistics in China, served as the General Manager and engaged in the trading
and logistics of steel, agricultural products and other commodities. In 2010, Mr. Liu participated in the investment of Wuhan
Renhe Group Limited, which held the Wuhan Huazhong Steel Trading Center Co., Ltd., at that time, supervising the logistics and
trading of steel. He also started to engage in financial and security investments in Hong Kong. From November 2010 to December
2012, Mr. Liu was the deputy general manager of Wuhan Renhe Group Limited; From January 2012 to June 2015, Mr. Liu served as the
Deputy General Manager of the Wuhan Huazhong Steel Trading Center Co., Ltd., which later became the Wuhan Yangtze River Newport
Logistics Co. Ltd. He supervised the transition of the steel trading renter to a residential and commercial complex which supports
the warehouses and docks, led projects to bring the Steel Trading Center into the Yangluo Comprehensive Bonded Zone and Free Trade
Area in Wuhan, supervised the feasibility study of the Wuhan Yangtze River Newport Logistics Center and collaborated with the
local government to develop the Yangluo Newport Project Plan, handling corporate structuring, strategic planning and operations
management of the company. Mr. Liu was appointed as the CEO and the Chairman of the Board of the Company in July 2015 because
of his managerial skills and expertise in the industry.
Mr. Liu received his Bachelor’s
degree in Business Management from the Hebei Institute of Finance in 1994.
Xin “Cindy” Zheng,
Chief Financial Officer
(age 37)
Ms. Zheng joined the Company (formerly
Kirin International Limited) in December 2009. From September 2010 to March 2011, she has been employed by the Company’s
finance department where she has had oversight of the Company’s accounting and financing matters. Ms. Zheng was appointed
as Chief Financial Officer in April 2011. Prior to joining the Company, Ms. Zheng was employed as Marketing Director for both
XingtaiZhongdingJiye Real Estate Development Co., Ltd., and Hebei Zhongding Real Estate Development Co., Ltd., which through certain
contractual arrangements, the Company controls. As Marketing Director, Ms. Zheng’s responsibilities included oversight
of the Company’s marketing efforts. From May 2006 to December 2009, Ms. Zheng was employed in the Lighting Division
of Philips, a Netherlands based fortune 500 company. Philips has generated approximately $9 billion dollars in revenue in
China, where she was responsible for budgeting and financial planning for the operations of Philip’s lighting division in
northern China. From April 2004 to May 2006, Ms. Zheng was employed by Mercer Consulting in China where she engaged in management
consulting and financial modeling for a variety of companies, including state and privately owned business. Ms. Zheng graduated
from the University of Bradford in the United Kingdom in February 2004 with a Master’s degree in Financial Management. She
has extensive experience in accounting and capital markets.
James Stuart Coleman
,
Director
(age 59)
Mr. James Coleman has been the Chief
Representative in the United States of Wuhan Yangtze River Newport Logistics Co., Limited since April 2015. Mr. Coleman has also
been the CEO and CFO of Dream Recovery International, Inc., a drug and alcohol rehabilitation facility since January 2014. Mr.
Coleman has also been a Partner of the Angel Capital Ltd, an angel capital investor in start-up companies since September 2012.
Since April 2006, Mr. Coleman has served as an Associate Broker at Bond New York Properties, LLC, specializing in commercial real
estate in New York. We have selected Mr. Coleman as a director because of his experience with the capital markets in the United
States.
Mr. Coleman received his Bachelor’s
degree in Arts from Allegheny College in 1978. He is also a licensed Associate Broker in the State of New York.
Zhanhuai Cheng,
Director (age 68)
Mr. Zhanhuai Cheng has served as the
Chief Technology Officer (“CTO”) of Wuhan Huazhong Steel Trading Center since December 2008 and is responsible for
the planning and construction of the logistics warehouse, dock berths, and supporting residential and commercial buildings. Since
July 2015, after Wuhan Huangzhong Steel Trading Center restructured into Wuhan Newport, Mr. Cheng continued serving as the CTO
of Wuhan Newport. Mr. Cheng was appointed as a member of the Board in December 2015. From 2000 to 2007, Mr. Cheng was employed
by the Wuhan City Port Authority Officers and was in charge of port construction planning. During his term with the office, Mr.
Cheng worked with the various ports along the Yangtze River and accumulated great experience in port planning, wharf construction,
operations and management. He helped various agencies of the Wuhan government to complete the transformation of the water network,
port construction, etc., and obtained the title of advanced workers of Wuhan City. During his service, Mr. Cheng also directed
the planning, development and construction of the Qingshan Port, Yangluo Port, Yangsi Port and other terminals in Wuhan.
From 1993 to 2000, Mr. Cheng served
as an officer of Wuhan Light Rail Construction and was in charge of resource development, project design, tendering and construction
work. During his term of office, Mr. Cheng has contributed greatly to metro line planning and rail transit construction in Wuhan.
These are recognized by the Wuhan Government with a number of honorary titles issued to him.
Mr. Cheng has also previously worked
in the Wuhan Iron and Steel Limited, focusing on the production of railway and other construction, and port transportation projections.
Mr. Cheng was also employed by the Ministry of Railways Bridge Engineering Bureau and served as a staff analyst and later on a
vice dean of an academic institute, contributing to many projects and achieving great success. We have selected Mr. Cheng as a
director because of his expertise in our industry.
Yanliang Wu,
Director
(age 50)
Mr. Wu has served as the deputy general
manager of Wuhan Huazhong Steel Trading Center since June 2010. Since July 2015, after Wuhan Huangzhong Steel Trading Center re-structured
into Wuhan Newport, Mr. Wu continued serving as the deputy general manager of Wuhan Newport. Mr. Wu has been working for Wuhan
Yangtze River Newport Logistics Co. Ltd. since 2012, and is in charge of the company's indoor storage, outdoor yards, approval,
planning and construction of warehouses, and operations management. Mr. Wu worked for Alpha Logistics Co, Ltd. in Montreal, Canada
from 1997 to 2003, where he served as the Head of Logistics and coordinated the construction of the logistics network of the company
in North America and the Pacific Rim. From 2002 to 2012, he was in charge of the company’s business development in the logistics
industry in Mainland China, as well as leading the opening of its Shanghai branch. From 1986 to 1996, Mr. Wu worked in the head
office of the state-owned Wuhan Metal Materials Corporation, serving as the Minister of Management and General Manager of Commodity
Trading. During his employment, he received two accolades for his personal achievement in 1990 and 1992. He was also certified
as a senior economist in China in September 1994. We have selected Mr. Wu as a director because of his expertise in our industry.
Mr. Wu received his Bachelor of Sciences
degree in Logistics from Huazhong University of Science and Technology in 1986.
Yu Zong,
Director (age
45)
Mr. Zong has served as the Deputy General
Manager of Wuhan Yangtze River Newport Logistics Co. Ltd. from February 2012 to September 2015, and was in charge of the development,
construction and management of the real estate. Mr. Zong became its general manager and legal representative in October 2015.
In July 2015, after Wuhan Huangzhong Steel Trading Center re-structured into Wuhan Newport, Mr. Zong was appointed as the deputy
general manager of Wuhan Newport. Mr. Zong was appointed as General Manager and Chief Representative of Wuhan Newport in October
2015. From September 2009 to January 2012, he worked in Wuhan Dingxin Real Estate Ltd. as the Deputy General Manager and Chief
Engineer, leading the construction and management of the “Mocha Town” Phase II Development Project. From
2007 to 2009, Mr. Zong worked in the China Railway Group Wuhan Properties Limited, as the minister of Engineering Planning Division,
and participated in a large real estate project which had a total investment of six (6) billion RMB. From 2003 to
2006, Mr. Zong worked in Hubei Jiuding Ltd., as the Deputy General Manager and Chief Engineer and was responsible for the construction
and management of a villa project which occupied an area of 80,000 square meters and a total construction area of 70,000 square
meters. During the construction period, his duties included preliminary design, construction report, project quality control,
and compliance. From 2000 to 2002, Mr. Zong worked as the Project Manager for Pace Home Development Inc., in Canada, providing
consulting services for various types of construction projects. Mr. Zong also previously worked in the Wuhan Institute of
Architecture Design Institute. We have selected Mr. Zong as a director because of his expertise in our industry.
Mr. Zong obtained his bachelor’s
degree in Civil Engineering in 1993 from Wuhan University. He also obtained his master’ degree in Engineering from the University
of British Columbia in 2004.
Harvey Leibowitz,
Independent
Director, Chair of the Audit and Compensation Committees (age 81)
Mr. Leibowtiz has been a director and Chair
of the Audit Committee of ASTA Funding, Inc., a company listed on the NASDAQ since 2000. Mr. Leibowitz graduated from the City
University of New York - Baruch College in 1955 with a bachelor’s degree in Accounting. Between 1955 and 1962, he was employed
as a staff accountant at various accounting firms working on matters relating to audits, taxes and write-ups. From 1962 to 1979,
Mr. Leibowtiz worked at Standard Financial Corporation, which acquired Sterling National Bank in 1965, in capacities including
internal auditor and Senior Vice President in charge of commercial financing and factoring. From 1980 to 1994, Mr. Leibowitz worked
for companies such as International Paper Company, Century Factors, Inc., and Foothill Financial Advisors, Inc., and was in charge
of commercial financing involving secured loan financing. From 1994 to 1999, Mr. Leibowitz worked for Sterling National Bank as
an internal auditor and was in charge of the Commercial Finance Department. Based on Mr. Leibowitz’s education and employment
background, we have selected Mr. Leibowitz as a director and chairman of the Audit Committee because of his expertise in accounting
and finance and the Board believes that Mr. Leibowitz qualifies as a “financial expert” as defined by the SEC rules.
Zhixue Liu,
Independent Director (age 52)
Mr. Liu obtained his Ph.D. in Management
and is currently a professor at the School of Management of Huazhong University of Science and Technology. Mr. Liu has been teaching
as a professor at the School of Management of the Huazhong University of Science & Technology since January 2011. Mr. Liu
was appointed as a member of the Board in December 2015. Also currently the Deputy Director of the Product Operations and Logistics
Management Department, Mr. Liu is one of the main drafters of
The People’s Republic of China National Standard -
Classification and Index of Logistics Enterprises
and
The People's Republic of China National Standard - Logistics
Terminology
. He is also a member of the National Ministry of Education Logistics Specialty Guidance Steering Committee, Board
of Trustee of the National Natural Science Fund Committee Management Division, Committee of the National Professional Commission
for Certification of Logistics Specialist, Deputy Secretary General of the China Logistics Technology Association, Executive Director
of the China Society of Logistics, and Executive Director of the China Marketing Association.
Mr. Liu obtained his bachelor’s
in Logistics from Huazhong University of Science and Technology in 1986. After his graduation, he served as an assistant, lecturer,
associate professor, professor and doctoral tutor in the University, and focuses on researching and teaching logistics management,
supply chain management, international trade, international business operations and marketing. Recently, he has published six
(6) representative works, including the
Modern Logistics Handbook
, and more than forty (40) papers in domestic and
foreign mainstream journals. He also hosted and participated in academic forums on
Research on Model of Supply Chain Logistics
Management and Case Studies on China's Auto Supply Chain
and other studies initiated by the National Natural Science Foundation.
Mr. Liu has led research on the
Shandong Weifang City Logistics Development Strategy Plan, Planning of Jiangyin Yangtze
Port Integrated Logistics Zone
and
Logistics Solutions for Dongfeng Vehicles, Study on Transition of Wuhan Iron and
Logistics Transportation Companies
and a number of other logistics management topics. Mr. Liu and his research have been awarded
the Outstanding Scientific Achievement Award under China’s "Ninth Five-Year" key scientific and technological
projects, and Second Place in the National Commerce Scientific Advancement Award. We have selected Mr. Liu as a director because
of his expertise and scholarship in the industry.
Tongmin Wang,
Independent Director (age 56)
Mr. Wang was a chief engineer of Logistical
Equipment at Wuhan Iron and Steel Limited from January 2011. Mr. Wang has worked for Wuhan Iron and Steel Limited and Wuhan Port
Terminal Foreign Trade Co., Ltd. since 2007. He has served as the deputy general manager of the Office of Corporate Integration,
Chief Administrative Officer, Director of Cargo Unloading and Chief Engineer of Logistical Equipment. Mr. Wang worked for Wuhan
Port Group from 1992 to 2007. During this period, he held positions include Deputy Administrate Officer, Deputy Director of the
Wuhan Water Company, Director of the Wuhan Port Mechanical Company, Manager of the Office of the Corporate Integration, Director
of the Cargo Unloading Division and etc. From 1981 to 1992, Mr. Wang worked for the Wuhan Port Machinery Plant of the Ministry
of Transportation in China.
Mr. Wang possesses professional knowledge
and more than three decades of experience in the management of a port. He is familiar with the logistics industry and takes a
practical approach in the organization and management of cargo loading/unloading. He is able to utilize his expertise to solve
practical problems involving the day-to-day operations at a port terminal. We have selected Mr. Wang as a director because of
his expertise in the industry.
He received his bachelor’s degree
in Mechanical Engineering from Wuhan Institute of Maritime and master’s degree in Industrial Management from the Chinese
Academy of Social Sciences in 1998.
Romano Tio,
Independent
Director, Chair of the Social Media Committee (age 55)
Mr. Tio has served as the Managing
Director at RM Capital Management LLC, a boutique real estate investment and advisory firm since June 2009. Earlier in his career,
Mr. Tio was involved in the real estate sales and brokerage business for 25 years. From August 2003 to December 2007, Mr. Tio
was a Managing Director at the Carlton Group Ltd., a New York boutique real estate investment banking firm where he was involved
in over $3.5 billion worth of commercial real estate transactions. From January 2008 to May 2009, Mr. Tio served as a Managing
Director and co-head of the commercial real estate efforts of HCP Real Estate Investors, LLC, an affiliate of Harbinger Capital
Partners Funds, an over $10 billion private investment firm located in New York. Mr. Tio has also served as one of the independent
directors of Bluerock Residential Growth REIT in New York since January 2009. Moreover, Mr. Tio has served as an independent Trustee
of the Board of Trustees of Total Income+ Real Estate Fund, a closed-end interval fund organized by Bluerock, since July 2012.
We have selected Mr. Tio as a director because of his expertise in finance.
Mr. Tio received a B.S. degree in Biochemistry
in 1982 from Hofstra University located in Hempstead, New York.
Daniel W. Heffernan,
Independent
Director Chair of the Nomination and Board Oversight Committees (age 55)
Mr. Heffernan has served as the Principal
of HRK Associates, specializing in credit enhanced finance since 1998. Mr. Heffernan was the Principal of HRK Associates since
January 2011. Mr. Heffernan was appointed as a member of the Board in December 2015. Prior to his position at HRK, from 1973 to
1986, Mr. Heffernan served as an officer at New York Life Insurance Company. From 1986 to 1998, Mr. Heffernan was employed as
an officer at Jhminer, Co. Ltd., in New York. Mr. Heffernan has more than thirty years of financial experience in the highly specialized
niche market of mitigation of risk through the use of insurance and reinsurance related financial products. He has provided services
to clients operating throughout the U.S. and in the international marketplace, leveraging his experience in providing credit enhanced,
customized financial solutions that provide a distinctive bridge to the capital markets.
Mr. Heffernan is actuarially trained and
has previously worked for New York Life Insurance Company, where he ran the Pension Department and supervised its two hundred eighty
employees, and MINET/MIPI Brokers. While at New York Life, he consulted with a client base in excess of 5,000 corporations and
unions, providing services ranging from structuring to administration. We have selected Mr. Heffernan as a director because of
his expertise in finance.
Mr. Daniel W. Heffernan obtained his
bachelor’s degree in Theology from New York Shadowbrook Jesuit Seminary in 1972.
Zhihong Su
,
Independent
Director, Chair of the Governance and Human Resources Committee (age 55)
Mr. Su has served as the managing partner
of the Beijing Hengjun Law Firm since December 2001, practicing in areas such as securities, litigation, general corporate and
banking. Mr. Su was appointed as member of the Board in January 2016. Mr. Su started his career as in-house counsel for China
International Trust and Investment Corporation (“CITIC”) in December 1984, and was responsible for the legal affairs
of overseas investments. In January 1990, Mr. Su was sent to station at the Washington DC-based law firm Arnold and Porter LLP
as a foreign lawyer to oversee a full spectrum of legal matters of CITIC’s subsidiaries in the United States, namely, CITIC
Steel Group, CITIC Buffalo Tungsten Company, CITIC Seattle Woodland and CITIC Florida Real Estate Co. Ltd. During his stay in
Washington from 1990 to June 1996, he worked on a number of matters involving corporate and securities law. Upon returning to
China in July 1996, Mr. Su worked for the Law Offices of Jiahe as one of the founding members and as an attorney until November
2001. We have chosen Mr. Su to serve as a director because of the perspective he brings to legal matters in China.
Mr. Su earned his bachelor’s
degree in Laws (LLB) from China University of Political Science and Law where he had taught for a year after graduation before
becoming a qualified Chinese lawyer in the same year.
Term of Office
Our directors are appointed for a one-year
term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with
our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the Board.
Family Relationships
There are no family relationships between any of our directors
or executive officers and any other directors or executive officers.
Involvement in Certain Legal Proceedings
Except as described below, to the best of our knowledge,
none of our directors or executive officers has, during the past ten years:
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been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
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had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
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been
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, by any court of competent jurisdiction
or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement
in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities,
or to be associated with persons engaged in any such activity;
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been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
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been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
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been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
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On December 19, 2015, James Coleman
joined us as Executive Director. Prior to joining us, Mr. Coleman was the managing member and owner of Firebird International
LLC, Dream International Holdings LLC and Dream Recovery International LLC, all of which are privately held companies engaged
primarily in drug rehabilitation businesses, from January 2014 to September 2016. On September 13, 2016, all three entities mentioned
above filed voluntary petitions in the United States Bankruptcy Court for the District of Southern Florida seeking relief under
the provisions of chapter 7 of title 11 of the United States Code in order to facilitate liquidations in these three entities.
Except as set forth in our discussion below
in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved
in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed
pursuant to the rules and regulations of the Commission.
Code of Ethics
We have adopted a code of ethics as of
the date of this prospectus that applies to our principal executive officer, principal financial officer, directors and principal
accounting officer as well as our employees. Our standards are in writing and are to be posted on our website at
www.yerr.com.cn
at a future time. The following is a summation of the key points of the Code of Ethics we adopted:
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Honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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Full, fair, accurate, timely, and understandable disclosure reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by our Company;
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Full compliance with applicable government laws, rules and regulations;
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The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
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Accountability for adherence to the code.
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Corporate Governance
The business and affairs of the company
are managed under the direction of our Board. We have conducted Board meetings regularly since inception. Each of our directors
has attended all meetings either in person, via telephone conference, or through written consent for special meetings. In addition
to the contact information in this prospectus, the Board has adopted procedures for communication with the officers and directors
as of January 25, 2016. Each stockholder will be given specific information on how he/she can direct communications to the officers
and directors of the Company at our annual stockholders’ meetings. All communications from stockholders are relayed to the
members of the Board.
Board Leadership Structure and Role in Risk Oversight
Our Board is primarily responsible for
overseeing our risk management processes. The Board receives and reviews periodic reports from management, auditors, legal counsel,
and others, as considered appropriate regarding our company’s assessment of risks. The Board focuses on the most significant
risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our
company are consistent with the Board’s appetite for risk. While the Board oversees our company’s risk management,
management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective
approach for addressing the risks facing our company and that our Board leadership structure supports this approach.
The audit committee, which was formed on
January 25, 2016, assists our Board in its general oversight of, among other things, the company’s policies, guidelines and
related practices regarding risk assessment and risk management, including the risk of fraud. As part of this endeavor, the audit
committee reviews and assesses the company’s major financial, legal, regulatory, environmental and similar risk exposures
and the steps that management has taken to monitor and control such exposures. The audit committee also reviews and assesses the
quality and integrity of the company’s public reporting, the company’s compliance with legal and regulatory requirements,
the performance and independence of the company’s independent auditors, the performance of the company’s internal audit
department, the effectiveness of the company’s disclosure controls and procedures, and the adequacy and effectiveness of
the company’s risk management policies and related practices.
Committees of the Board of Directors
On January 25, 2016, the Board formed
and adopted charters for six standing committees: Audit Committee, Compensation Committee, Nomination Committee, Governance and
Human Resources Committee, Board Oversight Committee, Social Media Committee (collectively the “Committees”). Each
Committee consists of only independent directors of the Company. The Board also adopted charter for the Regulatory, Compliance
and Government Affairs Committee, for which the charter will be implemented once the committee is formed. The Company believes
that the adoption of these charters and the formation of these Committees is necessary for the implementation of effective internal
control and oversight and a significant step towards remediating any material weakness the Company had for the fiscal year ended
December 31, 2015.
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Audit Committee:
Harvey Leibowitz (Chair), Zhihong Su, Daniel W. Heffernan, Romano Tio, Tongmin Wang
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Compensation Committee:
Harvey Leibowitz (Chair), Zhihong Su, Zhixue Liu, Romano Tio, Daniel W. Heffernan
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Nomination Committee:
Daniel W. Heffernan (Chair), Harvey Leibowitz, Zhixue Liu, Romano Tio, Zhihong Su
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Governance and Human Resources Committee:
Zhihong Su (Chair), Harvey Leibowitz, Romano Tio, Daniel W. Heffernan, Tongmin Wang
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Board Oversight Committee:
Daniel W. Heffernan (Chair), Zhixue Liu, Harvey Leibowitz, Romano Tio, Zhihong Su
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Social Media Committee:
Romano Tio (Chair), Harvey Leibowitz, Zhihong Su, Daniel W. Heffernan, Tongmin Wang
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The Board also adopted an insider trading
policy that allows insiders to sell securities of the Company pursuant to pre-arranged trading plans.
This insider trading policy was put
into place because effective October 23, 2000, the Securities and Exchange Commission (the “SEC”) adopted rules related
to insider trading. One of these rules, Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, provides an exemption
to the insider trading rules in the form of an affirmative defense. Rule 10b5-1 recognizes the creation of formal programs under
which executives and other insiders may sell the securities of publicly traded companies on a regular basis pursuant to written
plans that are entered into at a time when the plan participants are not aware of material non-public information and that otherwise
comply with the requirements of Rule 10b5-1.
The Board also adopted a written disclosure
policy, which applies to all directors, officers and employees of the Company and its wholly owned subsidiaries, to ensure that
communications to the investing public about the Company are timely, factual and accurate and are broadly disseminated in accordance
with all applicable legal and regulatory requirements.
In addition, the Board adopted a whistleblower
procedure that provides the Audit Committee the responsibility to ensure proper procedure of the receipt, retention, and treatment
of complaints about the Company’s accounting, internal accounting controls, or auditing matters. The Audit Committee must
also provide for confidential, anonymous submission by the Company’s employees of concerns about questionable accounting
or auditing matters.
Lastly, the Board adopted a corporate
governance policy for its website content, as well as procedures for shareholder’s communication with Directors. With all
of the above referenced charters and procedures in place, the Company is committed to corporate governance practices that are
compliance with applicable laws, regulations and exchange requirements.
The functions of each committee the
Company formed and adopted charters for as of the date of this prospectus are described below:
Audit Committee
The Audit Committee shall make such
examinations as are necessary to monitor the corporate financial reporting and external audits of the Company and its subsidiaries;
to provide to the Board the results of its examinations and recommendations derived therefrom; to outline to the Board improvements
made, or to be made, in internal accounting controls; to nominate an independent auditor; and to provide to the Board such additional
information and materials as it may deem necessary to make the Board aware of significant financial matters requiring Board attention.
Compensation Committee
The purpose of the Compensation Committee
is to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers
and directors of the Company, including stock compensation and loans, and all bonus and stock compensation to all employees.
Nomination Committee
The purpose of the Nomination Committee
shall be to review and make recommendations to the Board regarding matters concerning corporate governance; review the composition
of and evaluate the performance of the Board; recommend persons for election to the Board and evaluate director compensation; review
the composition of committees of the Board and recommend persons to be members of such committees; review and maintain compliance
of committee membership with applicable regulatory requirements; and review conflicts of interest of members of the Board and corporate
officers.
Governance and Human Resources Committee
The Governance and Human Resources Committee
shall be is responsible for (1) developing Company’s approach to the Board and corporate governance issues; (2) helping to
maintain an effective working relationship between the Board and management; (3) exercising, within the limits imposed by the by-laws
of the Company, by applicable laws, and by the Board, the powers of the Board for the management and direction of the affairs of
the Company during the intervals between meetings of the Board; (4) reviewing and making recommendations to the Board for the appointment
of senior executives of the Company and for considering their terms of employment; (5) reviewing succession planning, matters of
compensation; (6) recommending awards under the Company’s long term and short term incentive plans; (7) assuming the role
of administrator, whether by delegation or by statute, for the corporate-sponsored registered pension plans and the Supplementary
Executive Retirement Plan of the Company and its wholly-owned subsidiaries and any future, additional or replacement plans relating
to the plans; and (8) monitoring the investment performance of the trust funds for the plans and compliance with applicable legislation
and investment policies.
Board Oversight Committee
The Board Oversight Committee shall
assist the Board of Directors in the exercise of its responsibilities, particularly by defining the scope of the Committee’s
authority in respect of risk oversight matters delegated to it by the Board of Directors.
Social Media Committee
The Social Media Committee shall oversee
the social media strategy initiatives for the Company pursuant to Regulation FD. The Committee shall 1) provide compliant Regulation
FD strategic leadership for social media through the alignment of social media strategies and activities with enterprise strategic
objectives and processes; 2) establish and maintain corporate policies with respect to use of social media for both process-driven
social engagements, as well as for use of social media by employees for participating in social conversations (e.g. blogging and
Tweeting by subject matter experts); 3) prioritize social media initiatives and deliver final approvals and recommendations on
proceeding with proposed social media projects, including process, technology, and organizational project; 4) ensure open communication
between the social media department and the other functional units of the Company so as to promote collaborative strategies, planning,
and implementation.
Section 16(a) Beneficial Ownership Reporting
Compliance
Under Section 16(a) of the Exchange
Act, our directors and certain officers, and persons holding more than 10 percent of our common stock are required to file forms
reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities
and Exchange Commission.
Based solely upon a review of copies
of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of the date hereof our executive
officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing
requirements.
EXECUTIVE COMPENSATION
Summary Compensation Table
The Summary Compensation Table below sets
forth information regarding the compensation awarded to or earned by the company’s executive officers for our fiscal years
ended December 31, 2015 and 2014.
Name
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Securities-
based
Compensation
($)
|
|
|
All other
compensation
($)
|
|
|
Total
($)
|
|
Xiangyao Liu
|
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Chief Executive Officer (1)
|
|
2014
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jianfeng
Guo
Former Chief Executive
Officer,
|
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Former Chairman of the Board (2)
|
|
2014
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Longlin Hu
|
|
2015
|
|
|
37,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
37,500
|
|
Former Chief Executive Officer (3)
|
|
2014
|
|
|
90,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xin “Cindy” Zheng
|
|
2015
|
|
|
54,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
54,000
|
|
Chief Financial Officer
|
|
2014
|
|
|
54,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
54,000
|
|
|
(1)
|
On
December 19, 2015, Company acquired Energetic Mind and its wholly-owned subsidiaries and in connection with that transaction,
Mr. Liu was appointed as our President, Chief Executive Officer, Secretary and Chairman of the Board. The amounts in this
table reflect compensation awarded or paid by Energetic Mind and its subsidiaries to Mr. Liu in the fiscal years ended 2014
and 2015. As of the date of this Annual Report, Mr. Liu is President, Chief Executive Officer, Secretary and Chairman of the
Board.
|
|
(2)
|
Mr.
Guo was appointed as our President and Chief Executive Officer on June 1, 2015 and resigned as an executive officer and director
on December 19, 2015 as a result of the transaction described above in (1).
|
|
(3)
|
Mr. Hu resigned from all his officer and director positions as president and chief executive office of the Company and as a member of the board of directors on June 1, 2015. Prior to his resignation, Mr. Hu served as the President and Chief Executive Officer and a member of the Board of Directors from March 1, 2011.
|
Employment Agreements
We have employment agreements with all of our directors
and officers except for Xiangyao Liu.
Option Grants
We had no outstanding equity awards as of the end of fiscal
year 2015.
Option Exercises and Fiscal Year-End Option Value Table
There were no stock options exercised during the fiscal
year ended December 31, 2015 by the executive officers.
Long-Term Incentive Plans and Awards
There were no awards made to a named executive officer in fiscal
2015 under any long-term incentive plan.
Change-in-Control Arrangements
None.
Director Compensation Table
The following table sets forth the
compensation received by each of our Directors.
Name
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Non-Qualified
Deferred
Compensation
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
Xiangyao Liu
Chairman of the Board
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
James Stuart Coleman
Executive Director (1)
|
|
|
2,301
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,301
|
|
Zhanhuai Cheng
Executive Director (1)
|
|
|
789
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
789
|
|
Yanliang Wu
Executive Director (1)
|
|
|
789
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
789
|
|
Yu Zong
Executive Director (1)
|
|
|
789
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
789
|
|
Harvey Leibowitz
Independent Director (2)
|
|
|
2,104
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,104
|
|
Zhixue Liu
Independent Director (3)
|
|
|
789
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Tongmin Wang
Independent Director (3)
|
|
|
789
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
789
|
|
Daniel W. Heffernan
Independent Director (4)(5)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Romano Tio
Independent Director (4)(5)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Zhihong Su
Independent Director (3)(5)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
JianfengGuo (6)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Yaojun Liu (6)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Shan Cui (6)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Ran Liu (6)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Yau On Tse (6)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Longlin Hu (7)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
(1)
|
As
employee directors, James Coleman will be provided with cash compensation of $70,000 per year and Yanliang Wu, Yu Zong and
Zhanhuai Cheng will be provided with cash compensation of $24,000 per year, payable monthly.
|
|
(2)
|
As
an independent director and Chair of the Audit Committee, Harvey Leibowitz will be provided with the following compensation:
(a) the Company will issue him 20,000 shares of restricted common stock for services rendered to the Company, with an annual
compensation in cash of $48,000, payable quarterly; and (b) during the directorship term, the Company will reimburse the independent
directors for all reasonable out-of-pocket travel expenses incurred by the director in attending any in-person meetings, provided
that the director complies with the generally applicable policies, practices and procedures of the Company for submission
of expense reports, receipts or similar documentation of such expenses.
|
|
(3)
|
As
independent directors, Zhihong Su, Tongmin Wang and Zhixue Liu will be provided with the following compensation: (a) the Company
will issue each a total of 10,000 shares of restricted common stock for services rendered to the Company, with an annual compensation
in cash of $24,000, payable monthly; and (b) during the directorship term, the Company will reimburse the independent directors
for all reasonable out-of-pocket travel expenses incurred by the director in attending any in-person meetings, provided that
the director complies with the generally applicable policies, practices and procedures of the Company for submission of expense
reports, receipts or similar documentation of such expenses.
|
|
(4)
|
As
independent directors, Daniel W. Heffernan and Romano Tio will be provided with the following compensation: (a) the Company
will issue each a total of 15,000 shares of restricted common stock for services rendered to the Company, with an annual compensation
in cash of $48,000, payable quarterly; and (b) during the directorship term, the Company will reimburse the independent directors
for all reasonable out-of-pocket travel expenses incurred by the director in attending any in-person meetings, provided that
the director complies with the generally applicable policies, practices and procedures of the Company for submission of expense
reports, receipts or similar documentation of such expenses.
|
|
(5)
|
Individuals were appointed as members of the Board in January, 2016.
|
|
(6)
|
Individuals resigned as members of the Board on December 19, 2015.
|
|
(7)
|
Mr.
Hu resigned as a member of the Board on June 1, 2015.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain
information regarding our shares of common stock beneficially owned as of September 6, 2016, for (i) each stockholder known to
be the beneficial owner of 5% or more of the Company’s outstanding shares of common stock, (ii) each named executive officer
and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares:
(i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such
person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants.
Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive
officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
Unless otherwise specified, the address
of each of the persons set forth below is in care of the Company, at the address of: c/o 183 Broadway, Suite 5, New York, NY 10007.
Name of Beneficial Owner
|
|
Amount
and Nature
of
Beneficial
Ownership
|
|
|
Percent of
Common
Stock (1)
|
|
Xiangyao Liu, CEO,
President, Secretary and Chairman
of the Board
(3)
|
|
|
91,240,000
|
|
|
|
33.51
|
%
|
James Stuart Coleman,
Executive Director
(4)
|
|
|
4,060,000
|
|
|
|
1.49
|
%
|
Zhanhuai Cheng,
Executive Director
|
|
|
0
|
|
|
|
0
|
%
|
Yanliang Wu,
Executive Director
|
|
|
0
|
|
|
|
0
|
%
|
Yu Zong,
Executive Director
|
|
|
0
|
|
|
|
0
|
%
|
Harvey Leibowitz,
Independent Director
|
|
|
0
|
|
|
|
0
|
%
|
Zhixue Liu,
Independent Director
|
|
|
0
|
|
|
|
0
|
%
|
Tongmin Wang,
Independent Director
|
|
|
0
|
|
|
|
0
|
%
|
Daniel W. Heffernan,
Independent Director
|
|
|
0
|
|
|
|
0
|
%
|
Romano Tio,
Independent Director
|
|
|
0
|
|
|
|
0
|
%
|
Zhihong Su,
Independent Director
|
|
|
0
|
|
|
|
0
|
%
|
Xin “Cindy” Zheng,
CFO
|
|
|
0
|
|
|
|
0
|
%
|
All directors and executive officers as a group (12 people)
|
|
|
95,300,000
|
|
|
|
35.00
|
%
|
5% Shareholders:
|
|
|
|
|
|
|
|
|
George Wight (2)
|
|
|
100,000,000
|
|
|
|
36.73
|
%
|
Jasper Lake Holdings Limited (3)
|
|
|
91,240,000
|
|
|
|
33.51
|
%
|
Crestlake Holdings Limited (5)
|
|
|
16,600,000
|
|
|
|
6.10
|
%
|
Fortunate Drift Limited (6)
|
|
|
16,600,000
|
|
|
|
6.10
|
%
|
Majestic Symbol Limited (7)
|
|
|
16,600,000
|
|
|
|
6.10
|
%
|
Prolific Lion Limited (8)
|
|
|
14,575,348
|
|
|
|
5.35
|
%
|
|
(1)
|
Based on 272,269,446 shares
of Common Stock outstanding as of November 21, 2016.
|
|
(2)
|
George Wight, has sole voting
and dispositive power of shares beneficially owned by Wight International Construction,
LLC.
|
|
(3)
|
Mr. Liu has sole voting and
dispositive power of shares beneficially owned by Jasper Lake Holdings Limited.
|
|
(4)
|
Mr. Coleman owns all of the
membership interest of Best Future Investment LLC., which owns 4,060,000 shares of the
Company’s common stock. Mr. Coleman may be deemed to be the beneficial owner of
the shares of our common stock held by Best Future Investment LLC.
|
|
(5)
|
Yanling Hu has sole voting
and dispositive power of shares beneficially owned by Crestlake Holdings Limited.
|
|
(6)
|
Linyu Chen has sole voting
and dispositive power of shares beneficially owned by Fortunate Drift Limited.
|
|
(7)
|
Long Zhao has sole voting
and dispositive power of shares beneficially owned by Majestic Symbol Limited.
|
|
(8)
|
Zhimin Chen has sole
voting and dispositive power of shares beneficially owned by Prolific Lion Limited. Additionally, Mr. Chen has sole voting and
dispositive power of 1,746,000 shares beneficially owned by Valiant Power Limited.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
Transactions with Related Persons
The following includes a summary
of certain transactions in the fiscal year ended December 31, 2015 and as of June 30, 2016, of which we were or are to be a participant
and the amount involved exceeded or exceeds $120,000 and in which any related person had or will have a direct or indirect material
interest (other than compensation described in Item 11 of this Report). We believe the terms obtained or consideration that we
paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the
amounts that would be paid or received, as applicable, in arm’s-length transactions.
Loans from a Related Party
On July 13, 2015, Wuhan Renhe Group
Co., Ltd ("Wuhan Renhe"), where Xiangyao Liu, our CEO and President, was a majority shareholder, transferred all of
its interests in Wuhan Newport to Ricofeliz. As a former shareholder of Wuhan Newport, Wuhan Renhe provided numerous loans to
Wuhan Newport prior to the transfer. As of June 30, 2016 and December 31, 2015, the amounts due to Wuhan Renhe were $28,160,128
and $28,822,089, respectively. The amounts are unsecured, interest free and do not have a fixed repayment date. On June 30, 2015,
Wuhan Renhe forgave a total amount of $285,413,074 with the Company. The Company has credited the amount of $285,413,074 to additional
paid-in capital in equity. As of June 30, 2016 and December 31, 2015, the amounts due to Wuhan Renhe Real Estate Co., Ltd, an
entity controlled by Geng Wang, who is an affiliate of Wuhan Renhe, were $652,439 and $667,776, respectively. The amount is unsecured,
interest free and does not have a fixed repayment date.
As of June 30, 2016 and December 31,
2015, the amounts due to Weibin Zhao, an officer of Wuhan Newport and a related party, were $123,610 and $126,516, respectively.
The amount is unsecured, interest free and does not have a fixed repayment date.
As of June 30, 2016 and December 31,
2015, the amounts due to Best Future Investment LLC, an entity controlled by our Executive Director, James Coleman, were $476
and $nil, respectively. The amounts are unsecured, interest free and does not have a fixed repayment date.
As of June 30, 2016 and December 31,
2015, the amounts due to Mr Liu Xiangyao, our President and CEO, were $3,122,690 and $2,428,731, respectively. The amount is unsecured,
interest free and does not have a fixed repayment date.
On December 19, 2015, the Company entered
into certain share exchange agreements with Energetic Mind and all the shareholders of Energetic Mind whereby the Company acquired
100% of the issued and outstanding ordinary shares of Energetic Mind from these shareholders, including Xiangyao Liu, who was
appointed as Company’s executive officer and Chairman of the Board upon completion of the transaction. As part of
the transaction, the Company agreed to issue to Jasper Lake Holdings Limited, an entity Mr. Liu has investing and dispositive
power of, an 8% convertible promissory note in the principal amount of $150,000,000 (the “Note”).
Subsequently, on December 31, 2015,
the Company entered into certain stock purchase and business sale agreements with Kirin Global Enterprises, Inc., a California
corporation and an entity controlled by a former officer and director of the Company whereby the Company sold its interest in
certain subsidiaries for an aggregate of $75,000,002.00. Pursuant to the terms of the agreement for this transaction, Jasper agreed
to finance Kirin Global $75,000,000 for a partial payment of the transaction through reduction of the Note by $75,000,000. As
a result of this transaction, the outstanding balance due to Jasper under the Note is $75,000,000.00 plus any accrued interest.
The issuance of the Note at the closing of the transaction has been determined to be exempt from registration under the Securities
Act in reliance on Section 4(2) of the Securities Act.
Director Independence
The Board has adopted a formal set
of Director Independence Guidelines (the “Guidelines”) with respect to the determination of director independence,
which either conform to or are more exacting than the independence requirements of the NASDAQ Global Select listing standards,
and the full text of which will soon to be available on our website at www.yerr.com.cn, under “Investor Relations”.
NASDAQ Listing Rule 5605(a)(2) provides
that an “independent director” is a person other than an officer or employee of the company or any other individual
having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered
independent if:
|
(A)
|
a director who is, or at any time during the past three years was, employed by the company;
|
|
(B)
|
a director who accepted or who has a Family Member who accepted any compensation from the company in excess of $100,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:
|
|
(i)
|
compensation for board or board committee service;
|
|
(ii)
|
compensation paid to a Family Member who is an employee (other than an executive officer) of the company; or
|
|
(iii)
|
benefits under a tax-qualified retirement plan, or non-discretionary compensation. Provided, however, that in addition to the requirements contained in this paragraph (B), audit committee members are also subject to additional, more stringent requirements under Rule 4350(d).
|
|
(C)
|
a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer;
|
|
(D)
|
a director who is, or has a Family Member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:
|
|
(i)
|
payments arising solely from investments in the company's securities; or
|
|
(ii)
|
payments under non-discretionary charitable contribution matching programs.
|
|
(E)
|
a director of the issuer who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or
|
|
(F)
|
a director who is, or has a Family Member who is, a current partner of the company's outside auditor, or was a partner or employee of the company's outside auditor who worked on the company's audit at any time during any of the past three years.
|
|
(G)
|
in the case of an investment company, in lieu of paragraphs (A)-(F), a director who is an "interested person" of the company as defined in Section 2(a)(19) of the Investment Company Act of 1940, other than in his or her capacity as a member of the board of directors or any board committee.
|
As of February 18, 2016, our Board
is composed of six committees and eleven members, of which six directors are independent directors. The six independent directors
are Harvey Leibowitz, Daniel W. Heffernan, Romano Tio, Zhihong Su, Tongmin Wang and Zhixue Liu. In addition, as indicated above
in “Directors and Executive Officers”, each of our six board committee is composed entirely of independent directors,
including the chairperson of the audit committee and compensation committee. We believe that having a majority of independent
directors that make up our Board and committees exclusively of independent directors benefits the company, as well as our stockholders.
Company also believes that director independence, formation of board committees and the adoption of committee charters address
any material weaknesses the Company has had in the past.
LEGAL PROCEEDINGS
From time to time, we may become involved
in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent
uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently
not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition or operating results.
DESCRIPTION OF SECURITIES
Introduction
In the discussion that follows, we
have summarized selected provisions of our Articles of Incorporation relating to our capital stock. This summary is not complete.
This discussion is subject to the relevant provisions of Nevada law and is qualified in its entirety by reference to our Articles
of Incorporation and our Bylaws. You should read our articles of incorporation and our bylaws as currently in effect for provisions
that may be important to you.
Authorized Capital Stock
Our authorized share capital consists of
500,000,000 shares of common stock, par value $0.0001 per share, and 100,000,000 shares of preferred stock, par value $0.0001
per share. As of November 21, 2016, 272,269,446 shares of our common stock and no shares of our preferred stock were outstanding.
Common Stock
Each share of our common stock entitles
its holder to one vote in the election of each director and on all other matters voted on generally by our stockholders, other
than any matter that (1) solely relates to the terms of any outstanding series of preferred stock or the number of shares of that
series and (2) does not affect the number of authorized shares of preferred stock or the powers, privileges and rights pertaining
to the common stock. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority
of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to
do so.
Holders of our common stock will be entitled
to dividends in such amounts and at such times as our Board of Directors in its discretion may declare out of funds legally available
for the payment of dividends. We currently intend to retain our entire available discretionary cash flow to finance the growth,
development and expansion of our business and do not anticipate paying any cash dividends on the common stock in the foreseeable
future. Any future dividends will be paid at the discretion of our Board of Directors after taking into account various factors,
including:
|
●
|
general business conditions;
|
|
●
|
industry practice;
|
|
●
|
our financial condition and performance;
|
|
●
|
our future prospects;
|
|
●
|
our cash needs and capital investment plans;
|
|
●
|
our obligations to holders of any preferred stock we may issue;
|
|
●
|
income tax consequences; and
|
|
●
|
the restrictions Nevada and other applicable laws and our credit arrangements then impose.
|
If we liquidate or dissolve our business,
the holders of our common stock will share ratably in all our assets that are available for distribution to our stockholders after
our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive their liquidation
preferences in full.
Our common stock has no preemptive rights
and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund.
Preferred Stock
At the direction of our Board of Directors,
without any action by the holders of our common stock, we may issue one or more series of preferred stock from time to time. Our
Board of Directors can determine the number of shares of each series of preferred stock, the designation, powers, preferences and
relative, participating, optional or other special rights, and the qualifications, limitations or restrictions applicable to any
of those rights, including dividend rights, voting rights, conversion or exchange rights, terms of redemption and liquidation preferences,
of each series.
Undesignated preferred stock may enable
our Board of Directors to render more difficult or to discourage an attempt to obtain control of our company by means of a tender
offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred
stock may adversely affect the rights of our common stockholders. For example, any preferred stock issued may rank prior to the
common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible
into shares of common stock. As a result, the issuance of shares of preferred stock, or the issuance of rights to purchase shares
of preferred stock, may discourage an unsolicited acquisition proposal or bids for our common stock or may otherwise adversely
affect the market price of our common stock or any existing preferred stock.
Warrants
There are no outstanding warrants.
Transfer Agent and Registrar
The Transfer Agent for our common stock
is VStock Transfer, LLC located at 18 Lafayette Pl, Woodmere, NY 11598. The telephone number is: (212) 828-8436.
MARKET PRICE OF AND DIVIDENDS ON
OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Market Information
Our common stock trades on the OTC Markets
under the symbol “YERR”. The OTC Markets is a quotation service that displays real-time quotes, last-sale
prices, and volume information in over-the-counter (“OTC”) equity securities. An OTC Markets equity security generally
is any equity that is not listed or traded on a national securities exchange.
Price Range of Common Stock
The following table shows, for the periods
indicated, the high and low bid prices per share of our common stock as reported by the OTC Markets’ quotation service. These
bid prices represent prices quoted by broker-dealers on the OTC Markets quotation service. The quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.
|
|
Fiscal
Year 2016
|
|
|
|
High
|
|
|
Low
|
|
|
|
|
|
|
|
|
First Quarter (January 1 - March 31)
|
|
$
|
6.15
|
|
|
$
|
3.70
|
|
Second Quarter (April 1 - June 30)
|
|
$
|
7.45
|
|
|
$
|
3.80
|
|
Third Quarter (July 1 - September 30)
|
|
$
|
5.50
|
|
|
$
|
3.50
|
|
Fourth Quarter (October 1 - December 31)
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
|
Fiscal Year 2015
|
|
|
|
High
|
|
|
Low
|
|
|
|
|
|
|
|
|
First Quarter (January 1 - March 31)
|
|
$
|
0.45
|
|
|
$
|
0.07
|
|
Second Quarter (April 1 - June 30)
|
|
$
|
1.90
|
|
|
$
|
0.25
|
|
Third Quarter (July 1 - September 30)
|
|
$
|
3.20
|
|
|
$
|
1.12
|
|
Fourth Quarter (October 1 - December 31)
|
|
$
|
8.40
|
|
|
$
|
1.84
|
|
|
|
Fiscal Year 2014
|
|
|
|
High
|
|
|
Low
|
|
|
|
|
|
|
|
|
|
|
First Quarter (January 1 - March 31)
|
|
$
|
0.11
|
|
|
$
|
0.10
|
|
Second Quarter (April 1 - June 30)
|
|
$
|
1.83
|
|
|
$
|
0.10
|
|
Third Quarter (July 1 - September 30)
|
|
$
|
0.52
|
|
|
$
|
0.16
|
|
Fourth Quarter (October 1 - December 31)
|
|
$
|
0.24
|
|
|
$
|
0.06
|
|
Holders
As of
November 29, 2016, there
were 58 holders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories
or others in unregistered form.
Dividends
We have never declared or paid a cash dividend.
Any future decisions regarding dividends will be made by our Board of Directors. We currently intend to retain and use any future
earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
Our Board of Directors has complete discretion on whether to pay dividends. Even if our Board of Directors decides to pay dividends,
the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial
condition, contractual restrictions and other factors that the Board of Directors may deem relevant.
Securities Authorized for Issuance under Equity Compensation
Plans
We do not have in effect any compensation
plans under which our equity securities are authorized for issuance.
LEGAL MATTERS
The validity of the share of Common
Stock offered hereby will be passed upon for us by Lucosky Brookman LLP. Hunter Taubman Fischer & Li LLC is acting as counsel
to the Underwriter.
The current address of Lucosky Brookman
LLP is 101 Wood Avenue South, Fifth Floor, Woodbridge, New Jersey 08830.
EXPERT
The consolidated financial statements
for each of the years ended December 31, 2015 and 2014, as set forth in this prospectus and elsewhere in the registration
statement have been so included in reliance on the report of Centurion ZD CPA Limited (previously DCAW (CPA) Limited, as successor
to Dominic K.F. Chan & Co), an independent registered public accounting firm, given on their authority as experts in accounting
and auditing. The current address of Centurion ZD CPA Limited is located in Rooms 2105-06, 21/F., Office Tower, Langham Place,
8 Argyle Street, Mongkok, Kowloon, Hong Kong.
On December 14, 2015, Company dismissed
its former independent registered public accounting firm, Marcum Bernstein & Pinchuk LLP. The decision to change the independent
registered public accounting firm was recommended and approved by the Board of Directors of the Company. On December 15, 2015,
the Board of Directors of the Company appointed DCAW (CPA) Limited (as successor to Dominic K.F. Chan & Co) as its new independent
registered public accounting firm to audit and review the Company’s financial statements for the fiscal years ended December
31, 2014 and 2015.
On November 15, 2016, the Company was
informed by DCAW (CPA) Limited (now Centurion ZD CPA Limited) that on November 14, 2016, it had changed its name from “DCAW
(CPA) Limited” to “Centurion ZD CPA Limited”.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this
prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration or offering of the common stock was employed
on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect,
in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting
trustee, director, officer, or employee.
WHERE YOU CAN FIND MORE INFORMATION
We filed with the SEC a registration statement
under the Securities Act for the common stock in this offering. This prospectus does not contain all of the information in the
registration statement and the exhibits and schedule that were filed with the registration statement. For further information with
respect to us and our common stock, we refer you to the registration statement and the exhibits that were filed with the registration
statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an
exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other
document filed as an exhibit to the registration statement.
We file annual, quarterly, and current
reports and other information with the SEC. Our filings with the SEC are available to the public on the SEC’s website at
www.sec.gov. Those filings are also available to the public on our corporate website at www.yerr.com.cn. The information we file
with the SEC or contained on, or linked to through, our corporate website or any other website that we may maintain is not part
of this prospectus or the registration statement of which this prospectus is a part. You may also read and copy, at the SEC’s
prescribed rates, any document we file with the SEC, including the registration statement (and its exhibits) of which this prospectus
is a part, at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC
at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room.
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 AND 2014
TABLE OF CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Board of Directors and Stockholders of
Yangtze River Development Limited
We have audited the accompanying consolidated
balance sheets of Yangtze River Development Limited (the “Company”) (formerly known as Kirin International Holding,
Inc.) as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive loss, changes in
owners’ equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on
our audit.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of Yangtze River Development Limited
as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
/s/ Dominic K.F. Chan & Co.
|
|
Dominic K.F. Chan & Co.
|
|
Certified Public Accountants
|
|
Hong Kong, March 30, 2016
|
|
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
CONSOLIDATED BALANCE SHEETS
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
512,569
|
|
|
$
|
56,366
|
|
Other assets and receivables
|
|
|
6,259,865
|
|
|
|
2,937,545
|
|
Real estate property completed
|
|
|
31,566,156
|
|
|
|
33,025,319
|
|
Real estate properties and land lots under development
|
|
|
364,876,105
|
|
|
|
384,610,172
|
|
Property and equipment, net
|
|
|
157,499
|
|
|
|
237,475
|
|
Deferred tax assets
|
|
|
3,614,419
|
|
|
|
2,420,449
|
|
Total Assets
|
|
$
|
406,986,613
|
|
|
$
|
423,287,326
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
5,526,610
|
|
|
$
|
5,837,471
|
|
Due to related parties
|
|
|
32,045,112
|
|
|
|
322,388,060
|
|
Other taxes payable
|
|
|
13,350
|
|
|
|
28,203
|
|
Other payables and accrued liabilities
|
|
|
560,830
|
|
|
|
264,558
|
|
Real estate property refund and compensation payable
|
|
|
25,274,753
|
|
|
|
25,158,858
|
|
Convertible note
|
|
|
75,000,000
|
|
|
|
-
|
|
Loans payable
|
|
|
44,502,981
|
|
|
|
47,185,161
|
|
Total liabilities
|
|
$
|
182,923,636
|
|
|
$
|
400,862,311
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Preferred stock at $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding
|
|
$
|
-
|
|
|
$
|
-
|
|
Common stock at $0.0001 par value; 500,000,000 shares authorized; 172,254,446 and 151,000,000 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively
|
|
|
17,225
|
|
|
|
15,100
|
|
Additional paid-in capital
|
|
|
242,622,947
|
|
|
|
27,955,331
|
|
Accumulated losses
|
|
|
(16,263,010
|
)
|
|
|
(9,881,148
|
)
|
Accumulated other comprehensive (loss) income
|
|
|
(2,314,185
|
)
|
|
|
4,335,732
|
|
Total Equity
|
|
$
|
224,062,977
|
|
|
$
|
22,425,015
|
|
Total Liabilities and Equity
|
|
$
|
406,986,613
|
|
|
$
|
423,287,326
|
|
See notes to the consolidated financial
statements
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
|
|
For the Years Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
3,458,295
|
|
Cost of revenue
|
|
|
-
|
|
|
|
3,693,783
|
|
Gross loss
|
|
|
-
|
|
|
|
(235,488
|
)
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
|
11,577
|
|
|
|
87,866
|
|
General and administrative expenses
|
|
|
4,547,646
|
|
|
|
2,090,499
|
|
Total operating expenses
|
|
|
4,559,223
|
|
|
|
2,178,365
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(4,559,223
|
)
|
|
|
(2,413,853
|
)
|
|
|
|
|
|
|
|
|
|
Other expenses
|
|
|
|
|
|
|
|
|
Other income
|
|
|
868
|
|
|
|
-
|
|
Other expenses
|
|
|
(3,231
|
)
|
|
|
-
|
|
Interest income
|
|
|
55
|
|
|
|
10,996
|
|
Interest expenses
|
|
|
(3,199,031
|
)
|
|
|
(3,256,660
|
)
|
Total other expenses
|
|
|
(3,201,339
|
)
|
|
|
(3,245,664
|
)
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(7,760,562
|
)
|
|
|
(5,659,517
|
)
|
Income taxes benefit
|
|
|
1,378,700
|
|
|
|
1,402,421
|
|
Net loss
|
|
$
|
(6,381,862
|
)
|
|
$
|
(4,257,096
|
)
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(6,649,917
|
)
|
|
|
(147,341
|
)
|
Comprehensive loss
|
|
$
|
(13,031,779
|
)
|
|
$
|
(4,404,437
|
)
|
Loss per share - basic and diluted
|
|
$
|
(0.04
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - basic and diluted
|
|
|
151,682,554
|
|
|
|
151,000,000
|
|
See notes to the consolidated financial
statements
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY
|
|
Common stock
|
|
|
Additional
|
|
|
|
|
|
Accumulated
other
|
|
|
|
|
|
|
Number of
shares
|
|
|
Amount
|
|
|
paid-in
capital
|
|
|
Accumulated
losses
|
|
|
Comprehensive
(loss) income
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2014
|
|
|
151,000,000
|
|
|
$
|
15,100
|
|
|
$
|
27,955,331
|
|
|
$
|
(5,624,052
|
)
|
|
$
|
4,483,073
|
|
|
$
|
26,829,452
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,257,096
|
)
|
|
|
-
|
|
|
|
(4,257,096
|
)
|
Foreign currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(147,341
|
)
|
|
|
(147,341
|
)
|
Balance as of December 31, 2014
|
|
|
151,000,000
|
|
|
$
|
15,100
|
|
|
$
|
27,955,331
|
|
|
$
|
(9,881,148
|
)
|
|
$
|
4,335,732
|
|
|
$
|
22,425,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forgiveness of loan from Wuhan Renhe
|
|
|
-
|
|
|
|
-
|
|
|
|
285,413,074
|
|
|
|
-
|
|
|
|
-
|
|
|
|
285,413,074
|
|
Effect of share exchange
|
|
|
20,596,546
|
|
|
|
2,060
|
|
|
|
(86,182,521
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(86,180,461
|
)
|
Restricted shares issued for services
|
|
|
657,900
|
|
|
|
65
|
|
|
|
3,749,965
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,750,030
|
|
Extinguishment of debt with a former officer
|
|
|
-
|
|
|
|
-
|
|
|
|
11,687,098
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,687,098
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(6,381,862
|
)
|
|
|
-
|
|
|
|
(6,381,862
|
)
|
Foreign currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(6,649,917
|
)
|
|
|
(6,649,917
|
)
|
Balance as of December 31, 2015
|
|
|
172,254,446
|
|
|
$
|
17,225
|
|
|
$
|
242,622,947
|
|
|
$
|
(16,263,010
|
)
|
|
$
|
(2,314,185
|
)
|
|
$
|
224,062,977
|
|
See notes to the consolidated financial
statements
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
For the Years Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(6,381,862
|
)
|
|
$
|
(4,257,096
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation of property, and equipment
|
|
|
79,064
|
|
|
|
80,133
|
|
Loss on disposal of property, and equipment
|
|
|
3,082
|
|
|
|
-
|
|
Deferred tax benefit
|
|
|
(1,378,700
|
)
|
|
|
(1,402,421
|
)
|
Share-based compensation expense
|
|
|
1,808,867
|
|
|
|
-
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Prepayments
|
|
|
-
|
|
|
|
884,391
|
|
Other assets and receivables
|
|
|
(1,534,700
|
)
|
|
|
(57,758
|
)
|
Real estate property completed
|
|
|
(312,163
|
)
|
|
|
(276,595
|
)
|
Real estate properties and land lots under development
|
|
|
(778,977
|
)
|
|
|
(6,412,919
|
)
|
Accounts payable
|
|
|
-
|
|
|
|
4,486,912
|
|
Other taxes payable
|
|
|
(13,914
|
)
|
|
|
28,204
|
|
Other payables and accrued liabilities
|
|
|
2,257,051
|
|
|
|
72,260
|
|
Real estate property refund and compensation payables
|
|
|
1,517,110
|
|
|
|
1,577,864
|
|
Net Cash Used In Operating Activities
|
|
|
(4,735,142
|
)
|
|
|
(5,277,025
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(11,733
|
)
|
|
|
(70,908
|
)
|
Proceeds from disposal of property and equipment
|
|
|
130
|
|
|
|
-
|
|
Effect of share exchange
|
|
|
505,782
|
|
|
|
-
|
|
Net Cash Provided By (Used In) Investing Activities
|
|
|
494,179
|
|
|
|
(70,908
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Proceeds from financial institution loans
|
|
|
-
|
|
|
|
47,187,464
|
|
Repayment of financial institution loans
|
|
|
(176,599
|
)
|
|
|
(488,146
|
)
|
Advances from related parties
|
|
|
4,874,761
|
|
|
|
4,834,513
|
|
Repayment to related parties
|
|
|
-
|
|
|
|
(47,187,464
|
)
|
Net Cash Provided By Financing Activities
|
|
|
4,698,162
|
|
|
|
4,346,367
|
|
|
|
|
|
|
|
|
|
|
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
|
|
(996
|
)
|
|
|
(5,801
|
)
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) In Cash and Cash Equivalents
|
|
|
456,203
|
|
|
|
(1,007,367
|
)
|
Cash and Cash Equivalents at Beginning of Year
|
|
|
56,366
|
|
|
|
1,063,733
|
|
Cash and Cash Equivalents at End of Year
|
|
$
|
512,569
|
|
|
$
|
56,366
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
|
Cash paid for interest expense
|
|
$
|
3,001,771
|
|
|
$
|
3,256,660
|
|
Cash paid for income tax
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Transactions:
|
|
|
|
|
|
|
|
|
Forgiveness of loans from an owner
|
|
$
|
285,413,074
|
|
|
$
|
-
|
|
Issuance of convertible note
|
|
$
|
150,000,000
|
|
|
$
|
-
|
|
Reduction of convertible note
|
|
$
|
75,000,000
|
|
|
$
|
-
|
|
See notes to the consolidated financial
statements
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
1.
ORGANIZATION AND PRINCIPAL ACTIVITIES
The consolidated financial statements include
the financial statements of Yangtze River Development Limited (the “Company” or “Yangtze River”) and its
subsidiaries, Energetic Mind Limited (“Energetic Mind”), Ricofeliz Capital (HK) Limited (“Ricofeliz Capital”),
and Wuhan Yangtze River Newport Logistics Co., Ltd. (“Wuhan Newport”).
The Company, formerly named as Kirin International
Holding, Inc., and Ciglarette, Inc., was incorporated in the State of Nevada on December 23, 2009. The Company was a development
stage company and has not generated significant revenue since inception to March 1, 2011.
On March 1, 2011, the Company entered into
a share exchange agreement that Kirin China Holding Limited (“Kirin China”) became the Company’s wholly-owned
subsidiary. Kirin China engaged in the development and sales of residential and commercial real estate properties, and development
of land lots in People’s Republic of China (“China”, or the “PRC”).
On December 19, 2015, the Company completed
a share exchange (the “Share Exchange”) with Energetic Mind and all the shareholders of Energetic Mind, whereby Yangtze
River acquired 100% of the issued and outstanding capital stock of Energetic Mind, in exchange for 151,000,000 shares of Yangtze
River’s common stock, which constituted approximately 88% of its issued and outstanding shares on a fully-diluted basis of
Yangtze River immediately after the consummation of the Share Exchange, and an 8% convertible note (the “Note”) in
the principal amount of $150,000,000. As a result of the Share Exchange, Energetic Mind became Yangtze River’s wholly-owned
subsidiary and Jasper Lake Holdings Limited (“Jasper”), the former shareholder of Energetic Mind, became Yangtze River’s
controlling stockholder. The Share Exchange transaction with Energetic Mind was treated as an acquisition, with Energetic Mind
as the accounting acquirer and Yangtze River as the acquired party. The financial statements before the date of the Share Exchange
are those of Energetic Mind with the results of the Company being consolidated from the date of the Share Exchange.
Energetic Mind owns 100% of Ricofeliz Capital
and operates its business through its subsidiary Wuhan Newport.
Wuhan Newport was a wholly owned subsidiary
of Wuhan Renhe Group Co., Ltd. (the “Wuhan Renhe”), a company incorporated in the PRC as at September 23, 2002. On
July 13, 2015, Wuhan Renhe transferred all of the equity interests of the Company to Ricofeliz Capital, a company incorporated
in Hong Kong on March 25, 2015. Ricofeliz Capital was incorporated by Energetic Mind, a company incorporated in British Virgin
Islands (“BVI”). Energetic Mind was incorporated by Mr. Liu Xiangyao on January 2, 2015, and was subsequently purchased
by various companies incorporated in BVI or the United States of America (“USA”), among whom Jasper became its 64%
owner. Jasper was 100% owned by Mr. Liu Xiangyao, a Hong Kong citizen.
The major assets of Wuhan Newport include
land lots for developing commercial buildings that are in line with the principal activities of Kirin China.
On December 31, 2015, the Company entered
into certain stock purchase and business sale agreements (the “Agreements”) with Kirin Global Enterprises, Inc. (the
“Purchaser”), a California corporation and an entity controlled by a former officer and director of the Company whereby
the Company sold its interest in certain subsidiaries (see note 11) for an aggregate of $75,000,002. (the “Sale”).
Pursuant to the terms of the Agreements,
Jasper agreed to finance the Sale by reducing Company’s financial obligations of the Note by an aggregate of $75,000,000.
In addition, the Purchaser agreed to pay the remaining two dollar in cash.
Upon completion of the Sale, the Company
operates its business solely through its subsidiary Wuhan Newport, primarily engaging in the business as a port logistic center
located in the middle reaches of the Yangtze River in the PRC.
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
2.1 Basis of presentation
The accompanying consolidated financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
The consolidated financial statements include
the financial statements of all the subsidiaries. All transactions and balances between the Company and its subsidiaries have been
eliminated upon consolidation.
The consolidated balance sheets are presented
unclassified because the time required to complete real estate projects and the Company’s working capital considerations
usually stretch for more than one-year period.
2.2 Use of estimates
The preparation of consolidated financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the
reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing
basis, management reviews these estimates using the currently available information. Changes in facts and circumstances may cause
the Company to revise its estimates. Significant accounting estimates reflected in the consolidated financial statements include:
(i) the allowance for doubtful debts; (ii) accrual of estimated liabilities; and (iii) contingencies; (iv) deferred tax assets;
(v) impairment of long-lived assets; (vi) useful lives of property plant and equipment; and (vii) real estate property refunds
and compensation payables.
2.3 Cash and cash equivalents
Cash and cash equivalents consist of cash
and bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use the Company
maintains accounts at banks and has not experienced any losses from such concentrations.
2.4 Property
and equipment
The property and
equipment are stated at cost less accumulated depreciation. The depreciation is computed on a straight-line method over the estimated
useful lives of the assets with 5% salvage value. Estimated useful lives of property and equipment are stated in Note 7.
The Company eliminates
the cost and related accumulated depreciation of assets sold or otherwise retired from the accounts and includes any gain or loss
in the statement of income. The Company charges maintenance, repairs and minor renewals directly to expenses as incurred; major
additions and betterment to equipment are capitalized.
2.5 Impairment of long-lived assets
The Company
applies the provisions of ASC No. 360 Sub topic 10, "Impairment or Disposal of Long-Lived Assets"(ASC 360- 10) issued
by the Financial Accounting Standards Board ("FASB"). ASC 360-10 requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated
undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists,
an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
The Company tests
long-lived assets, including property and equipment and finite lived intangible assets, for impairment at least annually or more
frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater than its fair
value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the
cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation
of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result
from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company
measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value
is generally measured by discounting expected future cash flows as the rate the Company utilizes to evaluate potential investments.
The Company estimates fair value based on the information available in making whatever estimates, judgments and projections are
considered necessary. There were no impairment losses in the years ended December 31, 2015 and 2014.
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
2.6 Fair values of financial instruments
ASC Topic 825,
Financial Instruments (“Topic 825”) requires disclosure of fair value information of financial instruments, whether
or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices
are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly
affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair
value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate
settlement of the instruments. Topic 825 excludes certain financial instruments and all nonfinancial assets and liabilities from
its disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company.
Level 1 inputs
to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs
to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable
for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs
to the valuation methodology are unobservable and significant to the fair value.
As of December
31, 2015 and 2014, financial instruments of the Company primarily comprise of cash, accrued interest receivables, other receivables,
short-term bank loans, deposits payables and accrued expenses, which were carried at cost on the balance sheets, and carrying amounts
approximated their fair values because of their generally short maturities.
2.7 Convertible notes
In accordance with ASC subtopic 470-20,
the convertible notes are initially carried at the principal amount of the convertible notes. Debt premium or discounts, which
are the differences between the carrying value and the principal amount of convertible notes at the issuance date, together with
related debts issuance cost, are subsequently amortized using effective interest method as adjustments to interest expense from
the debt issuance date to its first redemption date. Convertible notes are classified as a current liability if they are or will
be callable by the Company or puttable by the debt holders within one year from the balance sheet date, even though liquidation
may not be expected within that period.
2.8 Foreign currency translation
and transactions
The Company’s consolidated financial
statements are presented in the U.S. dollar (US$), which is the Company’s reporting currency. Yangtze River, Energetic Mind,
and Ricofeliz Capital uses US$ as its functional currency. Wuhan Newport uses RenminbiYuan (“RMB”) as its functional
currency. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction.
Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency
transaction in the statements of operations.
In accordance with ASC 830, Foreign Currency
Matters, the Company translated the assets and liabilities into US$ using the rate of exchange prevailing at the applicable
balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments
resulting from the translation are recorded in owners’ equity as part of accumulated other comprehensive income.
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Balance sheet items, except for equity accounts
|
|
|
6.4917
|
|
|
|
6.1460
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Items in the statements of operations and comprehensive income, and statements of cash flows
|
|
|
6.2288
|
|
|
|
6.1457
|
|
2.9 Revenue recognition
The Company recognizes revenue from steel
trading when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collection
is reasonably assured.
Real estate sales are reported in accordance
with the provisions of ASC 360-20, Property, Plant and Equipment, Real Estate Sales.
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
Revenue from the sales of completed properties
and properties where the construction period is twelve months or less is recognized by the full accrual method when (a) sale is
consummated; (b) the buyer’s initial and continuing involvements are adequate to demonstrate a commitment to pay for the
property; (c) the receivable is not subject to future subordination; (d) the Company has transferred to the buyer the usual risks
and rewards of ownership in a transaction that is in substance a sale and does not have a substantial continuing involvement with
the property. A sale is not considered consummated until (a) the parties are bound by the terms of a contract or agreement, (b)
all consideration has been exchanged, (c) any permanent financing for which the seller is responsible has been arranged, (d) all
conditions precedent to closing have been performed. Fair value of buyer’s payments to be received in future periods pursuant
to sales contract is classified under accounts receivable. Sales transactions not meeting all the conditions of the full accrual
method are accounted for using the deposit method of accounting. Under the deposit method, all costs are capitalized as incurred,
and payments received from the buyer are recorded as a deposit liability.
Revenue and profit from the sale of development
properties where the construction period is more than twelve months is recognized by the percentage-of-completion method on the
sale of individual units when the following conditions are met: (a)construction is beyond a preliminary stage; (b) the buyer is
committed to the extent of being unable to require a refund except for non-delivery of the unit; (c) sufficient units have already
been sold to assure that the entire property will not revert to rental property; (d) sales prices are collectible and (e) aggregate
sales proceeds and costs can be reasonably estimated. If any of these criteria are not met, proceeds are accounted for as deposits
until the criteria are met and/or the sale consummated.
The Company has not generated any revenue
from the sales of real estate property for the years ended December 31, 2015 and 2014.
2.10 Real estate capitalization and
cost allocation
Real estate property completed and real
estate properties and land lots under development consist of commercial units under construction and units completed. Properties
under development or completed are stated at cost or estimated net realizable value, whichever is lower. Cost capitalization of
development and redevelopment activities begins during the predevelopment period, which we define as the activities that are necessary
to begin the development of the property. We cease capitalization upon substantial completion of the project, but no later than
one year from cessation of major construction activity. We also cease capitalization when activities necessary to prepare the property
for its intended use have been suspended. Costs include costs of land use rights, direct development costs, interest on indebtedness,
construction overhead and indirect project costs. The Company acquires land use rights with lease terms of 40 years through government
sale transaction. Land use rights are divided and transferred to customers after the Company delivers properties. The Company capitalizes
payments for obtaining the land use rights, and allocates to specific units within a project based on units’ gross floor
area. Costs of land use rights for the purpose of property development are not amortized. Other costs are allocated to units within
a project based on the ratio of the sales value of units to the estimated total sales value.
2.11 Capitalization of interest
In accordance with ASC 360, Property, Plant
and Equipment, interest incurred during construction is capitalized to properties under development. For the years ended December
31, 2015 and 2014, nil and nil were capitalized as properties under development, respectively.
2.12 Advertising expenses
Advertising costs are expensed as incurred,
or the first time the advertising takes place, in accordance with ASC 720-35, Advertising Costs. For the years ended December 31,
2015 and 2014, the Company recorded advertising expenses of $7,724 and $47,187, respectively.
2.13 Share-based compensation
The Company grants restricted shares to
its non-employee consultants. Awards granted to non-employees are measured at fair value at the earlier of the commitment date
or the date the services are completed, and are recognized using graded vesting method over the period the service is provided.
2.14 Income taxes
Current income taxes are provided for in
accordance with the laws of the relevant taxing authorities. As part of the process of preparing consolidated financial statements,
the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. The Company accounts for
income taxes using the liability method. Under this method, deferred income taxes are recognized for tax consequences in future
years of differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements
at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable
for the differences that are expected to affect taxable income.
The Company adopts a more likely than not
threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach,
the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that
it is more likely than not that the position will be sustained, including resolution of related appeals or litigation process,
if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon
settlement. As of December 31, 2015 and 2014, the Company did not have any uncertain tax position.
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
2.15 Land Appreciation Tax (“LAT”)
In accordance with the relevant taxation
laws in the PRC, the Company is subject to LAT based on progressive rates ranging from 30% to 60% on the appreciation of land value,
which is calculated as the proceeds of sales of properties less deductible expenditures, including borrowing costs and all property
development expenditures. LAT is prepaid at 1% to 2% of the pre-sales proceeds each year as required by the local tax authorities,
and is settled generally after the construction of the real estate project is completed and majority of the units are sold. The
Company provides LAT as expensed when the related revenue is recognized based on estimate of the full amount of applicable LAT
for the real estate projects in accordance with the requirements set forth in the relevant PRC laws and regulations. LAT would
be included in income tax expense in the statements of operations and comprehensive income (loss).
2.16 Earnings (loss) per share
Basic earnings (loss) per share is computed
using the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed using the
weighted average number of common shares and potential common shares outstanding during the period for convertible notes under
if-convertible method, if dilutive. Potential common shares are not included in the denominator of the diluted earnings per share
calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.
2.17 Comprehensive loss
Comprehensive loss includes net income
(loss) and foreign currency adjustments. Comprehensive loss is reported in the consolidated statements of operations and comprehensive
loss. Accumulated other comprehensive loss, as presented on the consolidated balance sheets are the cumulative foreign currency
translation adjustments.
2.18 Contingencies
In the normal course of business, the Company
is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of
matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450 Sub topic 20, “Loss
Contingencies”, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred
and the amount of loss can be reasonably estimated.
2.19 Recently issued accounting pronouncements
The Company does not believe other recently
issued but not yet effective accounting standards from ASU 2016-01, if currently adopted, would have a material effect of the consolidated
financial position, results of operation and cash flows.
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
3. RISKS
(a) Liquidity
risk
The Company is
exposed to liquidity risk which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments
and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures.
(b) Foreign
currency risk
A majority of
the Company’s operating activities and a significant portion of the Company’s assets and liabilities are denominated
in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the
Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC.
Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form
together with suppliers' invoices and signed contracts. The value of RMB is subject to changes in central government policies and
to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.
(c) Concentration
risk
For the year ended December 31, 2014, two
customers accounted for all of sales. There were no sales for the year December 31, 2015.
|
|
Years Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Customer A
|
|
|
-
|
|
|
|
20
|
%
|
Customer B
|
|
|
-
|
|
|
|
80
|
%
|
|
|
|
-
|
|
|
|
100
|
%
|
For the year ended December 31, 2014, products
purchased from two suppliers accounted for all of product purchases. There were no sales for the year December 31, 2015.
|
|
Years Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Supplier A
|
|
|
-
|
|
|
|
19
|
%
|
Supplier B
|
|
|
-
|
|
|
|
81
|
%
|
|
|
|
-
|
|
|
|
100
|
%
|
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
4. OTHER ASSETS AND RECEIVABLES
Other assets and receivables as of
December 31, 2015 and 2014 consisted of:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
847
|
|
|
$
|
3,611
|
|
Working capital borrowed by contractors
|
|
|
-
|
|
|
|
12,431
|
|
Individual income tax receivable
|
|
|
-
|
|
|
|
361
|
|
Staff allowance
|
|
|
-
|
|
|
|
72,346
|
|
Prepaid consulting and legal fees
|
|
|
1,941,163
|
|
|
|
-
|
|
Underwriting commission deposit
|
|
|
1,606,000
|
|
|
|
-
|
|
Excessive business tax and related urban construction and education surcharge
|
|
|
1,726,408
|
|
|
|
1,814,991
|
|
Excessive land appreciation tax
|
|
|
985,447
|
|
|
|
1,033,805
|
|
|
|
$
|
6,259,865
|
|
|
$
|
2,937,545
|
|
Business tax and LAT are payable each year
at 5% and 1% - 2% respectively of customer deposits received. The Company recognizes sales related business tax and LAT in the
income statement to the extent that they are proportionate to the revenue recognized each period. Any excessive amounts of business
and LAT liabilities recognized at period-end pursuant to tax laws and regulations over the amounts recognized in the income statement
are capitalized in prepayments and will be expensed in subsequent periods.
5. REAL ESTATE PROPERTY COMPLETED
The account balance and components of the real estate property
completed were as follow:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Properties completed
|
|
|
|
|
|
|
|
|
Wuhan Centre China Grand Steel Market
|
|
|
|
|
|
|
|
|
Costs of land use rights
|
|
$
|
7,716,994
|
|
|
$
|
8,151,059
|
|
Other development costs
|
|
|
23,849,162
|
|
|
|
24,874,260
|
|
|
|
$
|
31,566,156
|
|
|
$
|
33,025,319
|
|
As of December 31, 2015, the sole and wholly
owned developing project of the Company is called Wuhan Centre China Grand Steel Market (Phase 1) Commercial Building in the south
of Hans Road, Wuhan Yangluo Economic Development Zone with approximately 222,496.6 square meters of total construction area. Since
June 2009, the Company commenced the construction of the project that funded through a combination of bank loans and advances from
shareholders. The Company has obtained certificates representing titles of the land use rights used for the development of the
project. As of December 31, 2015, the Company has completed the construction of four buildings covering area of approximately 35,350.4square
meters of construction area. The Company values the real estate assets based on estimates using present value by quoted prices
for comparable real estate projects.
6. REAL ESTATE PROPERTIES AND LAND LOTS UNDER DEVELOPMENT
The components of real estate properties
and land lots under development were as follows:
|
|
December
31,
|
|
|
|
2015
|
|
|
2014
|
|
Properties under development
|
|
|
|
|
|
|
|
|
Wuhan Centre China Grand Steel Market
|
|
|
|
|
|
|
|
|
Costs of land use rights
|
|
$
|
9,306,948
|
|
|
$
|
9,830,445
|
|
Other development costs
|
|
|
38,982,735
|
|
|
|
40,385,963
|
|
|
|
|
|
|
|
|
|
|
Land lots under development
|
|
|
|
|
|
|
|
|
Costs of land use rights
|
|
|
316,586,422
|
|
|
|
334,393,764
|
|
|
|
$
|
364,876,105
|
|
|
$
|
384,610,172
|
|
The investments in undeveloped land were
acquired in September, 2007. The Company leases the land under land use right leases with various terms from the PRC government,
and does not have ownership of the underlying land.
As of December 31, 2015, the Company has
three buildings under development of the project described in Note 5 covering area of approximately 57,450.4 square meters of construction
area.
Land use right with net book value of $181,287,079,
including in real estate held for development and land lots undeveloped were pledged as collateral for the financial institution
loan as at December 31, 2015. (See Note 10).
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
7. PROPERTY AND EQUIPMENT
The Company’s
property and equipment used to conduct day-to-day business are recorded at cost less accumulated depreciation. Depreciation expenses
are calculated using straight-line method over the estimated useful life with 5% of estimated salvage value below:
|
|
Useful life
|
|
|
December 31,
|
|
|
|
Years
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
Fixture, furniture and office equipment
|
|
|
5
|
|
|
$
|
63,474
|
|
|
$
|
56,710
|
|
Vehicles
|
|
|
5
|
|
|
|
528,424
|
|
|
|
605,642
|
|
Less: accumulated depreciation
|
|
|
|
|
|
|
(434,399
|
)
|
|
|
(424,877
|
)
|
Property and equipment, net
|
|
|
|
|
|
$
|
157,499
|
|
|
$
|
237,475
|
|
Depreciation expense totaled $76,419 and $80,133 for the years
ended December 31, 2015 and 2014, respectively.
8. OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities
as of December 31, 2015 and 2014 consisted of:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Salaries payable
|
|
$
|
182,716
|
|
|
$
|
75,301
|
|
Business tax and related urban construction and education surcharge
|
|
|
12,947
|
|
|
|
121
|
|
Deposits from contractors
|
|
|
167,907
|
|
|
|
177,351
|
|
Interests payable in connection with convertible note
|
|
|
197,260
|
|
|
|
-
|
|
Others
|
|
|
-
|
|
|
|
11,785
|
|
|
|
$
|
560,830
|
|
|
$
|
264,558
|
|
9. REAL ESTATE PROPERTY REFUND AND COMPENSATION PAYABLE
During the years 2012 and 2011, the Company
signed 443 binding agreements of sales of commercial offices of the project with floor area of 22,790 square meters to unrelated
purchasers (the transactions or the real estate sales transactions). The Company received deposits and considerations from the
purchasers as required by the agreements. The construction commenced in the 2010, which was originally expected to be delivered
to customers in late of 2012. No revenue was recognized from the sales of the commercial offices due to the reason stated below.
Owing to commercial reasons, the Company
decided to terminate the agreements made for the sale of the real estate properties in relation to the project of Wuhan Centre
China Grand Market. According to the agreements of sales, the Company is obliged to compensate the purchaser at a rate equal to
6% per annum or 0.05% per day on the deposits paid. In the years ended December 31, 2015 and 2014, the Company incurred $1,528,126
and $1,547,428 compensation expenses which were included in general and administrative expenses.
As at December 31, 2015, 375 out of 443
agreements were cancelled, and no completed office (or real estate certificate) has been delivered to the purchaser. The Company
is still in the progress of negotiating with the purchasers for the cancellation of the remaining agreements. The directors of
the Company are of the opinion that almost all of the purchasers shall accept the cancellation. If, finally the purchaser insisted
on the execution of the agreement, the Company will accept.
Real estate property refund and compensation
payable represent the amount of customer deposits received and the compensation calculated in accordance with the provisions in
the sales agreements. The payable consists of the followings:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Property sales deposits
|
|
$
|
20,152,652
|
|
|
$
|
21,297,363
|
|
Compensation
|
|
|
5,122,101
|
|
|
|
3,861,495
|
|
|
|
$
|
25,274,753
|
|
|
$
|
25,158,858
|
|
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
10. LOANS PAYABLE
|
|
Weighted-
average
interest
|
|
|
|
|
|
December
31
|
|
Bank name
|
|
rate
|
|
|
Term
|
|
|
2015
|
|
|
2014
|
|
China Construction Bank
|
|
|
6.33
|
%
|
|
From May 30, 2014 to May 29, 2020
|
|
|
|
44,502,981
|
|
|
|
47,185,161
|
|
Interest expenses incurred on loans payable
for the years ended December 31, 2015 and 2014 was $3,001,771 and $3,256,660, respectively.
Land use right with net book value of $181,287,079,
including in real estate held for development and land lots under development were pledged as collateral for the loan as at December
31, 2015.
The aggregate maturities of loans payable
of each of years subsequent to December 31, 2015 are as follows:
2016
|
|
$
|
154,043
|
|
2017
|
|
|
10,783,000
|
|
2018
|
|
|
10,783,000
|
|
2019
|
|
|
12,323,428
|
|
2020
|
|
|
10,459,510
|
|
|
|
$
|
44,502,981
|
|
11. DISPOSAL OF SUBSIDIARIES
On December 31, 2015, the Company sold
all of its interests in i) Brookhollow Lake, LLC, ii) Newport Property Holding, LLC, iii) wholly-owned subsidiary Kirin China,
iv) wholly-owned subsidiary Kirin Hopkins Real Estate Group, v) wholly-owned subsidiary Archway Development Group LLC, vi) wholly-owned
subsidiary Specturm International Enterprise, LLC and vii) wholly-owned subsidiary HHC-6055 Centre Drive LLC (collectively referred
to as the “Kirin Subsidiaries”). The sale of Kirin China also effectively terminated Company’s contractual relationship
with Hebei Zhongding Real Estate Development Co. Ltd and XingtaiZhongdingJiye Real Estate Development Co., Ltd, both of which
are companies formed under the laws of the People’s Republic of China and were deemed Company’s variable interest entities
prior to the Sale.
The Company sold its interests in Kirin
Subsidiaries for an aggregate of $75,000,002 for the Sale. The carrying amount of the net assets of Kirin Subsidiaries was $63,312,904
as of disposal date and the Company recognized the differences of $11,687,098 to shareholders' equity as a capital transaction.
12. CONVERTIBLE NOTE
On December 19, 2015, the Company issued
an 8% convertible note in the principal amount of $150,000,000 to Jasper, a related party, in the Share Exchange (see note 1).
The holder of the Note may convert all or any portion of the then aggregate outstanding principal amount, together with any accrued
and unpaid interest, into shares of Company’s common stock at $10.00 per share.
On December 31, 2015, pursuant to the terms
and conditions of the Agreements, Jasper, financed the Purchaser for the Sale by reducing Company’s financial obligations
under the Note by an aggregate of $75,000,000 (see note 1). As a result of the Sale, the outstanding balance due to Jasper under
the Note was $75,000,000 plus any accrued interest.
There was no beneficial conversion feature
attributable to the Note as the set conversion price of the Note was greater than the fair value of the common share price at the
date of issuance. The Company has accounted for the Note in accordance with ASC 470-20, as a single instrument as a non-current
liability. The Note is initially carried at the gross cash received at the issuance date.
The interest expense for the convertible
note included in the consolidated statements of operations is $197,260 and nil for the years ended December 31, 2015 and 2014.
Note issuance costs are immaterial.
13. EMPLOYEE RETIREMENT BENEFIT
The Company has
made employee benefit contribution in accordance with Chinese relevant regulations, including retirement insurance, unemployment
insurance, medical insurance, work injury insurance and birth insurance. The Company recorded the contribution in the salary and
employee charges when incurred. The contributions made by the Company were $64,005 and $17,507 for the years ended December 31,
2015 and 2014, respectively.
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
14. INCOME TAXES
The Company was incorporated in the state
of Nevada. Under the current law of Nevada, the Company is not subject to state corporate income tax. No provision for federal
corporate income tax has been made in the financial statements as there are no assessable profits.
Energetic Mind was incorporated in the
British Virgin Islands (“BVI”). Under the current law of the BVI, Energetic Mind is not subject to tax on income.
Ricofeliz Capital was incorporated in Hong
Kong. No provision for Hong Kong profits tax has been made in the financial statements as there are no assessable profits.
Wuhan Newport was incorporated in the PRC,
was governed by the income tax law of the PRC and is subject to PRC enterprise income tax (“EIT”). The EIT rate of
PRC is 25%.
Income tax expenses for the years ended December 31, 2015 and
2014 are summarized as follows:
|
|
Years Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
-
|
|
|
$
|
-
|
|
Deferred tax benefit
|
|
|
1,378,700
|
|
|
|
1,402,421
|
|
|
|
$
|
1,378,700
|
|
|
$
|
1,402,421
|
|
A reconciliation of the income tax benefit
(expenses) determined at the PRC EIT income tax rate to the Company’s effective income tax benefit is as follows:
|
|
Years Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
EIT at the PRC statutory rate of 25%
|
|
$
|
1,940,140
|
|
|
$
|
1,414,879
|
|
Permanent items
|
|
|
-
|
|
|
|
(12,458
|
)
|
Valuation allowance
|
|
|
(561,440
|
)
|
|
|
-
|
|
|
|
$
|
1,378,700
|
|
|
$
|
1,402,421
|
|
The Company evaluates the level of authority
for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits,
and measures the unrecognized benefits associated with the tax positions. For the years ended December 31, 2015 and 2014, the Company
had no unrecognized tax benefits.
The Company does not anticipate any significant
increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties
related to income tax matters, if any, in income tax expense.
Deferred income taxes are recognized for
tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts in the
consolidated financial statements at each year-end and tax loss carry forwards. The tax effects of temporary differences that give
rise to the following approximate deferred tax assets and liabilities as of December 31, 2015 and 2014 are presented below.
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
Operating loss carry forward
|
|
$
|
303,237
|
|
|
$
|
229,288
|
|
Excess of interest expenses
|
|
|
1,398,582
|
|
|
|
648,140
|
|
Accrued expenses
|
|
|
1,912,600
|
|
|
|
1,543,021
|
|
|
|
$
|
3,614,419
|
|
|
$
|
2,420,449
|
|
The Company had net operating losses carry forward of $1,212,948
as of December 31, 2015 which will expire on various dates between December 31, 2018 and 2019.
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
15. LOSS PER SHARE
|
|
Years Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net loss for basic and diluted loss per share
|
|
$
|
(6,381,862
|
)
|
|
$
|
(4,257,096
|
)
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding-basic and diluted
|
|
|
151,682,554
|
|
|
|
151,000,000
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share
|
|
$
|
(0.04
|
)
|
|
$
|
(0.03
|
)
|
246,900 common shares resulting from the
assumed conversions of 8% Convertible Note (note 12) were excluded from the calculation of diluted loss per share for the year
ended December 31, 2015 as their effect is anti-dilutive.
16. RELATED PARTY TRANSACTIONS
16.1 Nature of relationships with related parties
Name
|
|
Relationships with the Company
|
Wuhan Renhe Group Co., Ltd (“Wuhan Renhe”)
|
|
Former shareholder (Mr Wang Geng) of Wuhan Newport
|
Wuhan Renhe Real Estate Co., Ltd. (“Renhe RE”)
|
|
Mr Wang Geng, the director of the Company, holds 100% of Renhe RE
|
Mr Zhao Weibin
|
|
Officer
|
Mr Liu Xiangyao
|
|
Director
|
16.2 Related party balances and transactions
Amount due to Wuhan Renhe were $28,822,089
and $322,388,060 as at December 31, 2015 and 2014, respectively. The amount is unsecured, interest free and does not have a fixed
repayment date.
On June 30, 2015, Wuhan Renhe forgave a
total amount of $285,413,074 with the Company. The Company has credited the amount of $285,413,074 to additional paid-in capital
in equity.
A summary of changes in the amount due to Wuhan Renhe is as
follows:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
At beginning of year
|
|
$
|
322,388,060
|
|
|
$
|
366,755,923
|
|
Advances from the related party
|
|
|
28,463,394
|
|
|
|
4,834,513
|
|
Repayment to the related party
|
|
|
-
|
|
|
|
(47,187,464
|
)
|
Forgiveness of loan
|
|
|
(285,413,074
|
)
|
|
|
-
|
|
Exchange difference adjustment
|
|
|
(36,616,291
|
)
|
|
|
(2,014,912
|
)
|
At end of year
|
|
$
|
28,822,089
|
|
|
$
|
322,388,060
|
|
Amount due to Renhe RE were $667,776 and
nil as at December 31, 2015 and 2014, respectively. The amount is unsecured, interest free and does not have a fixed repayment
date.
A summary of changes in the amount due to Renhe RE is as follows:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
At beginning of year
|
|
$
|
-
|
|
|
$
|
-
|
|
Advances from the related party
|
|
|
667,776
|
|
|
|
-
|
|
At end of year
|
|
$
|
667,776
|
|
|
$
|
-
|
|
Amount due to Mr Zhao Weibin were $ 126,516
and nil as at December 31, 2015 and 2014, respectively. The amount is unsecured, interest free and does not have a fixed repayment
date.
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
A summary of changes in the amount due to Mr Zhao Weibin is
as follows:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
At beginning of year
|
|
$
|
-
|
|
|
$
|
-
|
|
Advances from the officer
|
|
|
126,516
|
|
|
|
-
|
|
At end of year
|
|
$
|
126,516
|
|
|
$
|
-
|
|
Amount due to Mr Liu Xiangyao were $2,428,731
and nil as at December 31, 2015 and 2014, respectively. The amount is unsecured, interest free and does not have a fixed repayment
date.
A summary of changes in the amount due to Mr Liu Xiangyao is
as follows:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
At beginning of year
|
|
$
|
-
|
|
|
$
|
-
|
|
Advances from the director
|
|
|
2,428,731
|
|
|
|
-
|
|
At end of year
|
|
$
|
2,428,731
|
|
|
$
|
-
|
|
17. SHARE-BASED COMPENSATION EXPENSES
On December 27,
2015, the Company granted 317,345 and 340,555 shares of the Company’s restricted common stock to a number of consultants,
in exchange for its legal and professional services to the Company for the years ended December 31, 2015 and 2016, respectively.
These shares were valued at $5.7 per share, the closing bid price of the Company’s common stock on the date of grant. Total
compensation expense recognized in the general and administrative expenses of the consolidated statement of operations for the
year ended December 31, 2015 was $1,808,867. Total compensation expense of approximately $1,941,163 will be recognized in 2016.
The shares attributable to fiscal 2015 and 2016 were issued on December 30, 2015.
18. CONCENTRATION OF CREDIT RISKS
As of December
31, 2015 and 2014, substantially all of the Company’s cash and cash equivalents were held by major financial institutions
located in China and the US, which management believes are of high credit quality.
The Company’s
operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations
may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s
economy. The business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
No customer accounted for more than
10% of total accounts receivable as of December 31, 2015 and 2014.
19. COMMITMENTS AND CONTINGENCIES
Operating lease commitments
For the years ended December 31, 2015 and
2014, rental expenses under operating leases were $6,000 and nil, respectively.
The future obligations for operating leases as of December 31,
2015 are as follows:
2016
|
|
$
|
72,000
|
|
2017
|
|
|
18,000
|
|
Total minimum payment required
|
|
$
|
90,000
|
|
Legal proceeding
The Company is not currently a party to
any legal proceeding, investigation or claim which, in the opinion of the management, is likely to have a material adverse effect
on the business, financial condition or results of operations. The Company did not identify any contingency as of December 31,
2015.
YANGTZE RIVER DEVELOPMENT LIMITED
(FORMERLY KIRIN INTERNATIONAL HOLDING,
INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
20. SUBSEQUENT EVENT
The management evaluated all events subsequent
to the balance sheet date through the date the consolidated financial statements were available to be issued. Except for the followings,
there are no significant matters to make material adjustments or disclosure in the consolidated financial statements.
On January 13, 2016, the Company filed
a Certificate of Amendment to its Articles of Incorporation with the Secretary of the State of Nevada, changing its name from “Kirin
International Holding, Inc.” to “Yangtze River Development Limited”.
Effective January 22, 2016, upon approval
by FINRA, Yangtze River Development Limited, or formerly Kirin International Holding, Inc., changed its stock symbol from “KIRI”
to “YERR”.
On January 25, the board of directors (the
“Board”) of the Company formed and adopted charters for six standing committees: Audit Committee, Compensation Committee,
Nomination Committee, Governance and Human Resources Committee, Board Oversight Committee, Social Media Committee (collectively
the “Committees”). Each Committee consists of only independent directors of the Company. The Board also adopted charter
for the Regulatory, Compliance and Government Affairs Committee, for which the charter will be implemented once the committee is
formed. The Company believes that the adoption of these charters and formation of these Committees are necessary for the implementation
of effective internal control and oversight and a significant step towards remediating any material weakness the Company currently
has. Members of the Committees are as set forth below
|
●
|
Audit Committee: Harvey Leibowitz (Chair), Zhihong Su, Daniel W. Heffernan, Romano Tio, Tongmin Wang
|
|
|
|
|
●
|
Compensation Committee: Harvey Leibowitz (Chair), Zhihong Su, Zhixue Liu, Romano Tio, Daniel W. Heffernan
|
|
|
|
|
●
|
Nomination Committee: Daniel W. Heffernan (Chair), Harvey Leibowitz, Zhixue Liu, Romano Tio, Zhihong Su
|
|
|
|
|
●
|
Governance and Human Resources Committee: Zhihong Su (Chair), Harvey Leibowitz, Romano Tio, Daniel W. Heffernan, Tongmin Wang
|
|
|
|
|
●
|
Board Oversight Committee: Daniel W. Heffernan (Chair), Zhixue Liu, Harvey Leibowitz, Romano Tio, Zhihong Su
|
|
|
|
|
●
|
Social Media Committee: Romano Tio (Chair), Harvey Leibowitz, Zhihong Su, Daniel W. Heffernan, Tongmin Wang
|
The Company believes that all members of
each of the audit and compensation committees are independent and that Mr. Harvey Leibowitz qualifies as an “audit committee
financial expert,” as that term is defined in applicable regulations of the SEC.
The Audit Committee is responsible for
making such examinations as are necessary to monitor the corporate financial reporting and external audits of the Company and its
subsidiaries; to provide to the Board the results of its examinations and recommendations derived there from; to outline to the
Board improvements made, or to be made, in internal accounting controls; to nominate independent auditor; and to provide to the
Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters
requiring Board attention.
The Company believes that the adoption
of these charters and formation of these Committees, specifically that of the Audit Committee, are necessary for the implementation
of effective internal control.
21. RESTRICTED NET ASSETS
PRC laws and regulations permit payments
of dividends by the Company’s subsidiary incorporated in the PRC only out of their retained earnings, if any, as determined
in accordance with PRC accounting standards and regulations. In addition, the Company’s subsidiary incorporated in the PRC
are required to annually appropriate 10% of their net income to the statutory reserve prior to payment of any dividends, unless
such reserve have reached 50% of their respective registered capital. In addition, registered share capital and capital reserve
accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each subsidiary. As a result of
the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiary incorporated in the
PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends or advances
from PRC subsidiary. Such restriction amounted to $297,052,074 as of December 31, 2015. Except for the above, there is no other
restriction on the use of proceeds generated by the Company’s subsidiary to satisfy any obligations of the Company.
22. GOING CONCERN
As shown in the accompanying financial
statements, the Company has sustained recurring losses and negative cash flows from operations. Over the past years, the Company
has been funded through a combination of bank loans and advances from shareholders. On January 29, 2016, the Company received an
undertaking commitment letter provided by the Company’s majority shareholder who is willing to provide sufficient funding
on an as-needed basis. In addition, the Company plans to dispose of the existing developed real estate properties with market value
of approximately $42 million when the Company needs cash flows. The Company believes that, as a result of these, it currently has
sufficient cash and financing commitments to meet its funding requirements for a reasonable period of time.
YANGTZE
RIVER DEVELOPMENT LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2016 AND 2015
TABLE OF CONTENTS
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
Condensed
Consolidated Balance Sheets
|
|
September 30,
2016
|
|
|
December
31,
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
53,559
|
|
|
$
|
512,569
|
|
Other assets and receivables
|
|
|
4,246,107
|
|
|
|
6,259,865
|
|
Real estate property completed
|
|
|
30,721,419
|
|
|
|
31,566,156
|
|
Real estate properties and land lots under development
|
|
|
355,315,562
|
|
|
|
364,876,105
|
|
Property and equipment, net
|
|
|
107,557
|
|
|
|
157,499
|
|
Deferred tax assets
|
|
|
4,390,429
|
|
|
|
3,614,419
|
|
Total Assets
|
|
$
|
394,834,633
|
|
|
$
|
406,986,613
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
5,371,544
|
|
|
$
|
5,526,610
|
|
Due to related parties
|
|
|
32,431,189
|
|
|
|
32,045,112
|
|
Other taxes payable
|
|
|
38,980
|
|
|
|
13,350
|
|
Other payables and accrued liabilities
|
|
|
7,010,317
|
|
|
|
560,830
|
|
Real estate property refund and compensation payable
|
|
|
25,668,811
|
|
|
|
25,274,753
|
|
Convertible note
|
|
|
75,000,000
|
|
|
|
75,000,000
|
|
Loans payable
|
|
|
43,237,084
|
|
|
|
44,502,981
|
|
Total Liabilities
|
|
$
|
188,757,925
|
|
|
$
|
182,923,636
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Preferred stock at $0.0001 par value; 100,000,000
shares authorized; none issued or outstanding
|
|
$
|
-
|
|
|
$
|
-
|
|
Common stock at $0.0001 par value; 500,000,000 shares
authorized; 172,269,446 and 172,254,446 shares issued and outstanding at September 30, 2016 and December 31, 2015 respectively
|
|
|
17,227
|
|
|
|
17,225
|
|
Additional paid-in capital
|
|
|
242,696,445
|
|
|
|
242,622,947
|
|
Accumulated losses
|
|
|
(26,409,392
|
)
|
|
|
(16,263,010
|
)
|
Accumulated other comprehensive loss
|
|
|
(10,227,572
|
)
|
|
|
(2,314,185
|
)
|
Total Equity
|
|
$
|
206,076,708
|
|
|
$
|
224,062,977
|
|
Total Liabilities and Equity
|
|
$
|
394,834,633
|
|
|
$
|
406,986,613
|
|
See notes to unaudited condensed
consolidated financial statements
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
Condensed
consolidated Statements of OPERATIONS and Comprehensive LOSS
|
|
For the nine months ended
September 30,
|
|
|
For the three months ended
September 30
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Costs of revenue
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Gross profit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
|
1,459
|
|
|
|
8,006
|
|
|
|
-
|
|
|
|
3,720
|
|
General and administrative expenses
|
|
|
4,558,102
|
|
|
|
1,470,700
|
|
|
|
763,361
|
|
|
|
488,076
|
|
Total operating expenses
|
|
|
4,559,561
|
|
|
|
1,478,706
|
|
|
|
763,361
|
|
|
|
491,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(4,559,561
|
)
|
|
|
(1,478,706
|
)
|
|
|
(763,361
|
)
|
|
|
(491,796
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
2,827
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Other expenses
|
|
|
(28
|
)
|
|
|
(3,110
|
)
|
|
|
-
|
|
|
|
(3,110
|
)
|
Interest income
|
|
|
174
|
|
|
|
33
|
|
|
|
42
|
|
|
|
7
|
|
Interest expenses
|
|
|
(6,474,519
|
)
|
|
|
(2,326,475
|
)
|
|
|
(2,156,558
|
)
|
|
|
(730,629
|
)
|
Total other expenses
|
|
|
(6,471,546
|
)
|
|
|
(2,329,552
|
)
|
|
|
(2,156,516
|
)
|
|
|
(733,732
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(11,031,107
|
)
|
|
|
(3,808,258
|
)
|
|
|
(2,919,877
|
)
|
|
|
(1,225,528
|
)
|
Income taxes expense
|
|
|
884,725
|
|
|
|
952,064
|
|
|
|
285,801
|
|
|
|
306,382
|
|
Net loss
|
|
$
|
(10,146,382
|
)
|
|
$
|
(2,856,194
|
)
|
|
$
|
(2,634,076
|
)
|
|
$
|
(919,146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(7,913,387
|
)
|
|
|
(682,081
|
)
|
|
|
(1,120,502
|
)
|
|
|
(817,493
|
)
|
Comprehensive loss
|
|
$
|
(18,059,769
|
)
|
|
$
|
(3,538,275
|
)
|
|
$
|
(3,754,578
|
)
|
|
$
|
(1,736,639
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share - basic and diluted
|
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - basic and diluted
|
|
|
172,268,077
|
|
|
|
151,000,000
|
|
|
|
172,268,077
|
|
|
|
151,000,000
|
|
See notes to unaudited condensed
consolidated financial statements
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
condensed
consolidated Statements of CHANGES IN Equity
|
|
Common stock
|
|
|
Additional
|
|
|
|
|
|
Accumulated
other
comprehensive
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
paid-in
|
|
|
Accumulated
|
|
|
(loss)
|
|
|
|
|
|
|
shares
|
|
|
Amount
|
|
|
capital
|
|
|
losses
|
|
|
income
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2015
|
|
|
151,000,000
|
|
|
$
|
15,100
|
|
|
$
|
27,955,331
|
|
|
$
|
(9,881,148
|
)
|
|
$
|
4,335,732
|
|
|
$
|
22,425,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forgiveness of loan from Wuhan Renhe
|
|
|
-
|
|
|
|
-
|
|
|
|
285,413,074
|
|
|
|
-
|
|
|
|
-
|
|
|
|
285,413,074
|
|
Effect of share exchange
|
|
|
20,596,546
|
|
|
|
2,060
|
|
|
|
(86,182,521
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(86,180,461
|
)
|
Restricted shares issued for services
|
|
|
657,900
|
|
|
|
65
|
|
|
|
3,749,965
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,750,030
|
|
Extinguishment of debt with a former officer
|
|
|
-
|
|
|
|
-
|
|
|
|
11,687,098
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,687,098
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(6,381,862
|
)
|
|
|
-
|
|
|
|
(6,381,862
|
)
|
Foreign currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(6,649,917
|
)
|
|
|
(6,649,917
|
)
|
Balance as of December 31, 2015
|
|
|
172,254,446
|
|
|
$
|
17,225
|
|
|
$
|
242,622,947
|
|
|
$
|
(16,263,010
|
)
|
|
$
|
(2,314,185
|
)
|
|
$
|
224,062,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted shares issued for services
|
|
|
15,000
|
|
|
|
2
|
|
|
|
73,498
|
|
|
|
-
|
|
|
|
-
|
|
|
|
73,500
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(10,146,382
|
)
|
|
|
-
|
|
|
|
(10,146,382
|
)
|
Foreign currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,913,387
|
)
|
|
|
(7,913,387
|
)
|
Balance as of September 30, 2016 (Unaudited)
|
|
|
172,269,446
|
|
|
$
|
17,227
|
|
|
$
|
242,696,445
|
|
|
$
|
(26,409,392
|
)
|
|
$
|
(10,227,572
|
)
|
|
$
|
206,076,708
|
|
See notes to unaudited condensed
consolidated financial statements
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
condensed
Consolidated Statements of Cash Flows
|
|
(Unaudited)
For
the Nine Months Ended
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(10,146,382
|
)
|
|
$
|
(2,856,194
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation of property, and equipment
|
|
|
48,450
|
|
|
|
61,675
|
|
Deferred tax benefit
|
|
|
(884,725
|
)
|
|
|
(952,064
|
)
|
Share-based compensation expense
|
|
|
2,014,664
|
|
|
|
-
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Other assets and receivables
|
|
|
-
|
|
|
|
72,151
|
|
Real estate property completed
|
|
|
-
|
|
|
|
(314,959
|
)
|
Real estate properties and land lots under development
|
|
|
(206,640
|
)
|
|
|
(702,362
|
)
|
Accounts payable
|
|
|
(7,376
|
)
|
|
|
-
|
|
Other taxes payable
|
|
|
26,343
|
|
|
|
(28,077
|
)
|
Other payables and accrued liabilities
|
|
|
6,486,134
|
|
|
|
94,571
|
|
Real estate property refund and compensation payables
|
|
|
1,085,137
|
|
|
|
1,145,440
|
|
Net Cash Used In Operating Activities
|
|
|
(1,584,395
|
)
|
|
|
(3,479,819
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(1,851
|
)
|
|
|
-
|
|
Net Cash Used In Investing Activities
|
|
|
(1,851
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Advances from related parties
|
|
|
1,203,672
|
|
|
|
3,587,869
|
|
Repayment of financial institution loans
|
|
|
(75,990
|
)
|
|
|
(161,983
|
)
|
Net Cash Provided By Financing Activities
|
|
|
1,127,682
|
|
|
|
3,425,886
|
|
|
|
|
|
|
|
|
|
|
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
|
|
(446
|
)
|
|
|
(318
|
)
|
|
|
|
|
|
|
|
|
|
Net Decrease In Cash and Cash Equivalents
|
|
|
(459,010
|
)
|
|
|
(54,251
|
)
|
Cash and Cash Equivalents at Beginning of Period
|
|
|
512,569
|
|
|
|
56,366
|
|
Cash and Cash Equivalents at End of Period
|
|
$
|
53,559
|
|
|
$
|
2,115
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
|
Cash paid for interest expenses
|
|
$
|
-
|
|
|
$
|
2,326,475
|
|
Cash paid for income tax
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Transaction:
|
|
|
|
|
|
|
|
|
Forgiveness of loans from an owner
|
|
$
|
-
|
|
|
$
|
285,413,074
|
|
See notes to unaudited condensed
consolidated financial statements
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO unaudited condensed FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
The condensed consolidated financial
statements include the financial statements of Yangtze River Development Limited (the “Company” or “Yangtze
River”) and its subsidiaries, Energetic Mind Limited (“Energetic Mind”), Ricofeliz Capital (HK) Limited (“Ricofeliz
Capital”), and Wuhan Yangtze River Newport Logistics Co., Ltd. (“Wuhan Newport”).
The Company, formerly named as Kirin
International Holding, Inc., and Ciglarette, Inc., was incorporated in the State of Nevada on December 23, 2009. The Company was
a development stage company and has not generated significant revenue since inception to March 1, 2011.
On March 1, 2011, the Company entered
into a share exchange agreement that Kirin China Holding Limited (“Kirin China”) became the Company’s wholly-owned
subsidiary. Kirin China engaged in the development and sales of residential and commercial real estate properties, and development
of land lots in People’s Republic of China (“China”, or the “PRC”).
On December 19, 2015, the Company completed
a share exchange (the “Share Exchange”) with Energetic Mind and all the shareholders of Energetic Mind, whereby Yangtze
River acquired 100% of the issued and outstanding capital stock of Energetic Mind, in exchange for 151,000,000 shares of Yangtze
River’s common stock, which constituted approximately 88% of its issued and outstanding shares on a fully-diluted basis
of Yangtze River immediately after the consummation of the Share Exchange, and an 8% convertible note (the “Note”)
in the principal amount of $150,000,000. As a result of the Share Exchange, Energetic Mind became Yangtze River’s wholly-owned
subsidiary and Jasper Lake Holdings Limited (“Jasper”), the former shareholder of Energetic Mind, became Yangtze River’s
controlling stockholder. The Share Exchange transaction with Energetic Mind was treated as an acquisition, with Energetic Mind
as the accounting acquirer and Yangtze River as the acquired party. The financial statements before the date of the Share Exchange
are those of Energetic Mind with the results of the Company being consolidated from the date of the Share Exchange.
Energetic Mind owns 100% of Ricofeliz
Capital and operates its business through its subsidiary Wuhan Newport.
Wuhan Newport was a wholly owned subsidiary
of Wuhan Renhe Group Co., Ltd. (the “Wuhan Renhe”), a company incorporated in the PRC as at September 23, 2002. On
July 13, 2015, Wuhan Renhe transferred all of the equity interests of the Company to Ricofeliz Capital, a company incorporated
in Hong Kong on March 25, 2015. Ricofeliz Capital was incorporated by Energetic Mind, a company incorporated in British Virgin
Islands (“BVI”). Energetic Mind was incorporated by Mr. Liu Xiangyao on January 2, 2015, and was subsequently purchased
by various companies incorporated in BVI or the United States of America (“USA”), among whom Jasper became its 64%
owner. Jasper was 100% owned by Mr. Liu Xiangyao, a Hong Kong citizen.
The major assets of Wuhan Newport include
land lots for developing commercial buildings that are in line with the principal activities of Kirin China.
On December 31, 2015, the Company entered
into certain stock purchase and business sale agreements (the “Agreements”) with Kirin Global Enterprises, Inc. (the
“Purchaser”), a California corporation and an entity controlled by a former officer and director of the Company whereby
the Company sold its interest in certain subsidiaries (see note 11) for an aggregate of $75,000,002. (the “Sale”).
Pursuant to the terms of the Agreements,
Jasper agreed to finance the Sale by reducing Company’s financial obligations of the Note by an aggregate of $75,000,000.
In addition, the Purchaser agreed to pay the remaining two dollars in cash.
Upon completion of the Sale, the Company
operates its business solely through its subsidiary Wuhan Newport, primarily engaging in the business as a port logistic center
located in the middle reaches of the Yangtze River in the PRC.
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO unaudited condensed FINANCIAL STATEMENTS
2.
Summary of Significant Accounting Policies
2.1 Basis of presentation
The accompanying condensed consolidated
financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America
(“GAAP”).
The condensed consolidated financial
statements include the financial statements of all the subsidiaries. All transactions and balances between the Company and its
subsidiaries have been eliminated upon consolidation.
The condensed consolidated balance
sheets are presented unclassified because the time required to complete real estate projects and the Company’s working capital
considerations usually stretch for more than one-year period.
2.2 Use of estimates
The preparation of condensed consolidated
financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial
statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those
estimates. On an ongoing basis, management reviews these estimates using the currently available information. Changes in facts
and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in the condensed consolidated
financial statements include: (i) the allowance for doubtful debts; (ii) accrual of estimated liabilities; and (iii) contingencies;
(iv) deferred tax assets; (v) impairment of long-lived assets; (vi) useful lives of property plant and equipment; and (vii) real
estate property refunds and compensation payables.
2.3 Cash and cash equivalents
Cash and cash equivalents consist of
cash and bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use the Company
maintains accounts at banks and has not experienced any losses from such concentrations.
2.4 Property
and equipment
The property
and equipment are stated at cost less accumulated depreciation. The depreciation is computed on a straight-line method over the
estimated useful lives of the assets with 5% salvage value. Estimated useful lives of property and equipment are stated in Note
7.
The Company
eliminates the cost and related accumulated depreciation of assets sold or otherwise retired from the accounts and includes any
gain or loss in the statement of income. The Company charges maintenance, repairs and minor renewals directly to expenses as incurred;
major additions and betterment to equipment are capitalized.
2.5 Impairment of long-lived
assets
The Company
applies the provisions of ASC No. 360 Sub topic 10, “Impairment or Disposal of Long-Lived Assets” (ASC 360- 10) issued
by the Financial Accounting Standards Board (“FASB”). ASC 360-10 requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated
undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists,
an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
The Company
tests long-lived assets, including property and equipment and finite lived intangible assets, for impairment at least annually
or more frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater than
its fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent
of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its
evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected
to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows,
the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation
of fair value is generally measured by discounting expected future cash flows as the rate the Company utilizes to evaluate potential
investments. The Company estimates fair value based on the information available in making whatever estimates, judgments and projections
are considered necessary. There were no impairment losses in the nine months ended September 30, 2016 and 2015.
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
2.6 Fair values of financial
instruments
ASC Topic
825, Financial Instruments (“Topic 825”) requires disclosure of fair value information of financial instruments, whether
or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices
are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard,
the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be
realized in immediate settlement of the instruments. Topic 825 excludes certain financial instruments and all nonfinancial assets
and liabilities from its disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying
value of the Company.
Level 1 inputs to the valuation
methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs
to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable
for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation
methodology are unobservable and significant to the fair value.
As of September
30, 2016 and 2015, financial instruments of the Company primarily comprise of cash, accrued interest receivables, other receivables,
short-term bank loans, deposits payables and accrued expenses, which were carried at cost on the balance sheets, and carrying
amounts approximated their fair values because of their generally short maturities.
2.7 Convertible notes
In accordance with ASC subtopic 470-20,
the convertible notes are initially carried at the principal amount of the convertible notes. Debt premium or discounts, which
are the differences between the carrying value and the principal amount of convertible notes at the issuance date, together with
related debts issuance cost, are subsequently amortized using effective interest method as adjustments to interest expense from
the debt issuance date to its first redemption date. Convertible notes are classified as a current liability if they are or will
be callable by the Company or puttable by the debt holders within one year from the balance sheet date, even though liquidation
may not be expected within that period.
2.8 Foreign currency translation
and transactions
The Company’s condensed consolidated
financial statements are presented in the U.S. dollar (US$), which is the Company’s reporting currency. Yangtze River, Energetic
Mind, and Ricofeliz Capital uses US$ as its functional currency. Wuhan Newport uses Renminbi Yuan (“RMB”) as its functional
currency. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction.
Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency
transaction in the statements of operations.
In accordance with ASC 830, Foreign
Currency Matters, the Company translated the assets and liabilities into US$ using the rate of exchange prevailing at the applicable
balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period.
Adjustments resulting from the translation are recorded in owners’ equity as part of accumulated other comprehensive income.
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
Balance sheet items, except for equity accounts
|
|
|
6.6702
|
|
|
|
6.4917
|
|
|
|
For the nine months
ended
September 30,
|
|
|
For the three months
ended
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items in the statements of operations and comprehensive
income, and statement of cash flows
|
|
|
6.5798
|
|
|
|
6.1735
|
|
|
|
6.6667
|
|
|
|
6.3031
|
|
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
2.9 Revenue recognition
The Company recognizes revenue from
steel trading when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and
collection is reasonably assured.
Real estate sales are reported in accordance
with the provisions of ASC 360-20, Property, Plant and Equipment, Real Estate Sales.
Revenue from the sales of completed
properties and properties where the construction period is twelve months or less is recognized by the full accrual method when
(a) sale is consummated; (b) the buyer’s initial and continuing involvements are adequate to demonstrate a commitment to
pay for the property; (c) the receivable is not subject to future subordination; (d) the Company has transferred to the buyer
the usual risks and rewards of ownership in a transaction that is in substance a sale and does not have a substantial continuing
involvement with the property. A sale is not considered consummated until (a) the parties are bound by the terms of a contract
or agreement, (b) all consideration has been exchanged, (c) any permanent financing for which the seller is responsible has been
arranged, (d) all conditions precedent to closing have been performed. Fair value of buyer’s payments to be received in
future periods pursuant to sales contract is classified under accounts receivable. Sales transactions not meeting all the conditions
of the full accrual method are accounted for using the deposit method of accounting. Under the deposit method, all costs are capitalized
as incurred, and payments received from the buyer are recorded as a deposit liability.
Revenue and profit from the sale of
development properties where the construction period is more than twelve months is recognized by the percentage-of-completion
method on the sale of individual units when the following conditions are met: (a)construction is beyond a preliminary stage; (b)
the buyer is committed to the extent of being unable to require a refund except for non-delivery of the unit; (c) sufficient units
have already been sold to assure that the entire property will not revert to rental property; (d) sales prices are collectible
and (e) aggregate sales proceeds and costs can be reasonably estimated. If any of these criteria are not met, proceeds are accounted
for as deposits until the criteria are met and/or the sale consummated.
The Company has not generated any revenue
from the sales of real estate property for the nine months and three months ended September 30, 2016 and 2015.
2.10 Real estate capitalization
and cost allocation
Real estate property completed and
real estate properties and land lots under development consist of commercial units under construction and units completed. Properties
under development or completed are stated at cost or estimated net realizable value, whichever is lower. Cost capitalization of
development and redevelopment activities begins during the predevelopment period, which we define as the activities that are necessary
to begin the development of the property. We cease capitalization upon substantial completion of the project, but no later than
one year from cessation of major construction activity. We also cease capitalization when activities necessary to prepare the
property for its intended use have been suspended. Costs include costs of land use rights, direct development costs, interest
on indebtedness, construction overhead and indirect project costs. The Company acquires land use rights with lease terms of 40
years through government sale transaction. Land use rights are divided and transferred to customers after the Company delivers
properties. The Company capitalizes payments for obtaining the land use rights, and allocates to specific units within a project
based on units’ gross floor area. Costs of land use rights for the purpose of property development are not amortized. Other
costs are allocated to units within a project based on the ratio of the sales value of units to the estimated total sales value.
2.11 Capitalization of interest
In accordance with ASC 360, Property,
Plant and Equipment, interest incurred during construction is capitalized to properties under development. For the nine months
ended September 30, 2016 and 2015, $nil and $nil were capitalized as properties under development, respectively.
2.12 Advertising expenses
Advertising costs are expensed as incurred,
or the first time the advertising takes place, in accordance with ASC 720-35, Advertising Costs. For the nine months ended September
30, 2016 and 2015, the Company recorded advertising expenses of $1,459 and $nil, respectively. For the three months ended September
30, 2016 and 2015, the company recorded advertising expenses of $nil and $nil, respectively.
2.13 Share-based compensation
The Company grants restricted shares
to its non-employee consultants. Awards granted to non-employees are measured at fair value at the earlier of the commitment date
or the date the services are completed, and are recognized using graded vesting method over the period the service is provided.
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
2.14 Income taxes
Current income taxes are provided for
in accordance with the laws of the relevant taxing authorities. As part of the process of preparing condensed consolidated financial
statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. The Company
accounts for income taxes using the liability method. Under this method, deferred income taxes are recognized for tax consequences
in future years of differences between the tax bases of assets and liabilities and their reported amounts in the condensed consolidated
financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted
tax rates applicable for the differences that are expected to affect taxable income.
The Company adopts a more likely than
not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step
approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates
that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation process,
if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon
settlement. As of September 30, 2016 and 2015, the Company did not have any uncertain tax position.
2.15 Land Appreciation Tax (“LAT”)
In accordance with the relevant taxation
laws in the PRC, the Company is subject to LAT based on progressive rates ranging from 30% to 60% on the appreciation of land
value, which is calculated as the proceeds of sales of properties less deductible expenditures, including borrowing costs and
all property development expenditures. LAT is prepaid at 1% to 2% of the pre-sales proceeds each year as required by the local
tax authorities, and is settled generally after the construction of the real estate project is completed and majority of the units
are sold. The Company provides LAT as expensed when the related revenue is recognized based on estimate of the full amount of
applicable LAT for the real estate projects in accordance with the requirements set forth in the relevant PRC laws and regulations.
LAT would be included in income tax expense in the statements of operations and comprehensive income (loss).
2.16 Earnings (loss) per share
Basic earnings (loss) per share is
computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed
using the weighted average number of common shares and potential common shares outstanding during the period for convertible notes
under if-convertible method, if dilutive. Potential common shares are not included in the denominator of the diluted earnings
per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.
2.17 Comprehensive loss
Comprehensive loss includes net income
(loss) and foreign currency adjustments. Comprehensive loss is reported in the condensed consolidated statements of operations
and comprehensive loss. Accumulated other comprehensive loss, as presented on the condensed consolidated balance sheets are the
cumulative foreign currency translation adjustments.
2.18 Contingencies
In the normal course of business, the
Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide
range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450 Sub topic
20, “Loss Contingencies”, the Company records accruals for such loss contingencies when it is probable that a liability
has been incurred and the amount of loss can be reasonably estimated.
2.19 Recently issued accounting pronouncements
The Company does not believe other
recently issued but not yet effective accounting standards from ASU 2016-15, if currently adopted, would have a material effect
of the condensed consolidated financial position, results of operation and cash flows.
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
3. Risks
(a) Liquidity
risk
The Company
is exposed to liquidity risk which is risk that it is unable to provide sufficient capital resources and liquidity to meet its
commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring
procedures.
(b) Foreign
currency risk
A majority
of the Company’s operating activities and a significant portion of the Company’s assets and liabilities are denominated
in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the
Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC.
Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form
together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government policies
and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System
market.
4. OTHER assets
and receivables
Other assets and receivables as
of September 30, 2016 and December 31, 2015 consisted of:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
Deposits
|
|
$
|
825
|
|
|
$
|
847
|
|
Prepaid consulting and legal fees
|
|
|
-
|
|
|
|
1,941,163
|
|
Underwriting commission and rental deposit
|
|
|
1,606,000
|
|
|
|
1,606,000
|
|
Excessive business tax and related urban construction and education surcharge
|
|
|
1,680,207
|
|
|
|
1,726,408
|
|
Excessive land appreciation tax
|
|
|
959,075
|
|
|
|
985,447
|
|
|
|
$
|
4,246,107
|
|
|
$
|
6,259,865
|
|
Business tax and LAT are payable each
year at 5% and 1% - 2% respectively of customer deposits received. The Company recognizes sales related business tax and LAT in
the income statement to the extent that they are proportionate to the revenue recognized each period. Any excessive amounts of
business and LAT liabilities recognized at period-end pursuant to tax laws and regulations over the amounts recognized in the
income statement are capitalized in prepayments and will be expensed in subsequent periods.
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
5. REAL ESTATE
PROPERTY COMPLETED
The account balance and components of the real estate property
completed were as follow:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
Properties completed
|
|
|
|
|
|
|
|
|
Wuhan Centre China Grand Steel Market
|
|
|
|
|
|
|
|
|
Costs of land use rights
|
|
$
|
7,510,480
|
|
|
$
|
7,716,994
|
|
Other development costs
|
|
|
23,210,939
|
|
|
|
23,849,162
|
|
|
|
$
|
30,721,419
|
|
|
$
|
31,566,156
|
|
As of September 30, 2016, the sole
and wholly owned developing project of the Company is called Wuhan Centre China Grand Steel Market (Phase 1) Commercial Building
in the south of Hans Road, Wuhan Yangluo Economic Development Zone with approximately 222,496.6 square meters of total construction
area. Since June 2009, the Company commenced the construction of the project that funded through a combination of bank loans and
advances from shareholders. The Company has obtained certificates representing titles of the land use rights used for the development
of the project. As of September 30, 2016, the Company has completed the construction of four buildings covering area of approximately
35,350.4 square meters of construction area. The Company values the real estate assets based on estimates using present value
by quoted prices for comparable real estate projects.
6. REAL ESTATE
PROPERTIES AND LAND LOTS UNDER DEVELOPMENT
The components of real estate properties
and land lots under development were as follows:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
Properties under development
|
|
|
|
|
|
|
|
|
Wuhan Centre China Grand Steel Market
|
|
|
|
|
|
|
|
|
Costs of land use rights
|
|
$
|
9,057,886
|
|
|
$
|
9,306,948
|
|
Other development costs
|
|
|
38,143,366
|
|
|
|
38,982,735
|
|
|
|
|
|
|
|
|
|
|
Land lots under development Costs of land use rights
|
|
|
308,114,310
|
|
|
|
316,586,422
|
|
|
|
$
|
355,315,562
|
|
|
$
|
364,876,105
|
|
The investments in undeveloped land
were acquired in September, 2007. The Company leases the land under land use right leases with various terms from the PRC government,
and does not have ownership of the underlying land.
As of September 30, 2016, the Company
has three buildings under development of the project described in Note 5 covering area of approximately 57,450.4 square meters
of construction area.
Land
use right with net book value of $176,435,688, including in real estate held for development and land lots undeveloped were pledged
as collateral for the
financial institution
loan as at September 30, 2016.
(See Note 10).
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
7. Property and
Equipment
The Company’s
property and equipment used to conduct day-to-day business are recorded at cost less accumulated depreciation. Depreciation expenses
are calculated using straight-line method over the estimated useful life with 5% of estimated salvage value below:
|
|
Useful life
years
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
Fixture, furniture and office equipment
|
|
5
|
|
$
|
63,860
|
|
|
$
|
63,474
|
|
Vehicles
|
|
5
|
|
|
514,283
|
|
|
|
528,424
|
|
Less: accumulated depreciation
|
|
|
|
|
(470,586
|
)
|
|
|
(434,399
|
)
|
Property and equipment, net
|
|
|
|
$
|
107,557
|
|
|
$
|
157,499
|
|
Depreciation expense totaled $48,450
and $61,675 for the nine months ended September 30, 2016 and 2015, respectively. For the three months ended September 30, 2016
and 2015, the company recorded depreciation expenses of $14,533 and $21,151, respectively.
8. OTHER PAYABLES
AND ACCRUED LIABILITIES
Other payables and accrued liabilities
as of September 30, 2016 and December 31, 2015 consisted of:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
Salaries payable
|
|
$
|
189,946
|
|
|
$
|
182,716
|
|
Business tax and related urban construction and education surcharge
|
|
|
11,939
|
|
|
|
12,947
|
|
Deposits from contractors
|
|
|
163,413
|
|
|
|
167,907
|
|
Convertible bond interest payable
|
|
|
4,697,260
|
|
|
|
197,260
|
|
Interest payable
|
|
|
1,947,759
|
|
|
|
-
|
|
|
|
$
|
7,010,317
|
|
|
$
|
560,830
|
|
9. REAL ESTATE
PROPERTY REFUND AND COMPENSATION PAYABLe
During the years 2012 and 2011, the
Company signed 443 binding agreements of sales of commercial offices of the project with floor area of 22,790 square meters to
unrelated purchasers (the transactions or the real estate sales transactions). The Company received deposits and considerations
from the purchasers as required by the agreements. The construction commenced in the 2010, which was originally expected to be
delivered to customers in late of 2012. No revenue was recognized from the sales of the commercial offices due to the reason stated
below.
Owing to commercial reasons, the Company
decided to terminate the agreements made for the sale of the real estate properties in relation to the project of Wuhan Centre
China Grand Market. According to the agreements of sales, the Company is obliged to compensate the purchaser at a rate equal to
6% per annum or 0.05% per day on the deposits paid. In the nine months ended September 30, 2016 and 2015, the Company incurred
$1,085,137 and $1,156,554 compensation expenses which were included in general and administrative expenses.
As at September 30, 2016, 375 out of
443 agreements were cancelled, and no completed office (or real estate certificate) has been delivered to the purchaser. The Company
is still in the progress of negotiating with the purchasers for the cancellation of the remaining agreements. The directors of
the Company are of the opinion that almost all of the purchasers shall accept the cancellation. If, finally the purchaser insisted
on the execution of the agreement, the Company will accept.
Real estate property refund and compensation
payable represent the amount of customer deposits received and the compensation calculated in accordance with the provisions in
the sales agreements. The payable consists of the followings:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
Property sales deposits
|
|
$
|
19,613,351
|
|
|
$
|
20,152,652
|
|
Compensation
|
|
|
6,055,460
|
|
|
|
5,122,101
|
|
|
|
$
|
25,668,811
|
|
|
$
|
25,274,753
|
|
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
10. Loans payable
Bank name
|
|
Weighted average
interest
rate
|
|
Term
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
China Construction Bank
|
|
Fixed annual rate of 5.936%
|
|
From May 30, 2014 to May 29, 2020
|
|
$
|
43,237,084
|
|
|
$
|
44,502,981
|
|
|
|
|
|
|
|
$
|
43,237,084
|
|
|
$
|
44,502,981
|
|
Interest
expenses incurred on loans payable for the nine months ended September 30, 2016 and 2015 was $1,974,519 and $2,326,475, respectively.
Land
use right with net book value of $176,435,688, including in real estate held for development and land lots under development were
pledged as collateral for the loan as at September 30, 2016.
The aggregate maturities of loans
payable of each of years subsequent to September 30, 2016 are as follows:
|
|
(Unaudited)
|
|
2016
|
|
$
|
74,960
|
|
2017
|
|
|
10,494,438
|
|
2018
|
|
|
10,494,438
|
|
2019
|
|
|
11,993,643
|
|
2020
|
|
|
10,179,605
|
|
|
|
$
|
43,237,084
|
|
11. CONVERTIBLE
NOTE
On December 19, 2015, the Company issued
an 8% convertible note in the principal amount of $150,000,000 to Jasper, a related party, in the Share Exchange (see note 1).
The holder of the Note may convert all or any portion of the then aggregate outstanding principal amount, together with any accrued
and unpaid interest, into shares of Company’s common stock at $10.00 per share.
On December 31, 2015, pursuant to the
terms and conditions of the Agreements, Jasper, financed the Purchaser for the Sale by reducing Company’s financial obligations
under the Note by an aggregate of $75,000,000 (see note 1). As a result of the Sale, the outstanding balance due to Jasper under
the Note was $75,000,000 plus any accrued interest.
There was no beneficial conversion
feature attributable to the Note as the set conversion price of the Note was greater than the fair value of the common share price
at the date of issuance. The Company has accounted for the Note in accordance with ASC 470-20, as a single instrument as a non-current
liability. The Note is initially carried at the gross cash received at the issuance date.
The interest expense for the convertible
note included in the condensed consolidated statements of operations is $4,500,000 and $nil for the nine months ended September
30, 2016 and 2015. Note issuance costs are immaterial.
12. Employee
Retirement Benefit
The Company
has made employee benefit contribution in accordance with Chinese relevant regulations, including retirement insurance, unemployment
insurance, medical insurance, work injury insurance and birth insurance. The Company recorded the contribution in the salary and
employee charges when incurred. The contributions made by the Company were $103,505 and $24,503 for the nine months ended September
30, 2016 and 2015, respectively.
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
13. INCOME TAXES
The Company was incorporated in the
state of Nevada. Under the current law of Nevada, the Company is not subject to state corporate income tax. No provision for federal
corporate income tax has been made in the financial statements as there are no assessable profits.
Energetic Mind was incorporated in
the British Virgin Islands (“BVI”). Under the current law of the BVI, Energetic Mind is not subject to tax on income.
Ricofeliz Capital was incorporated
in Hong Kong. No provision for Hong Kong profits tax has been made in the financial statements as there are no assessable profits.
Wuhan Newport was incorporated in the
PRC, was governed by the income tax law of the PRC and is subject to PRC enterprise income tax (“EIT”). The EIT rate
of PRC is 25%.
Income tax expenses for the nine months
and three months ended September 30, 2016 and 2015 are summarized as follows:
|
|
For the nine months
ended
September 30,
|
|
|
For the three months
ended
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Deferred tax benefit
|
|
$
|
884,725
|
|
|
$
|
952,064
|
|
|
$
|
285,801
|
|
|
$
|
306,382
|
|
|
|
$
|
884,725
|
|
|
$
|
952,064
|
|
|
$
|
285,801
|
|
|
$
|
306,382
|
|
A reconciliation of the income tax
benefit determined at the PRC EIT income tax rate to the Company’s effective income tax benefit is as follows:
|
|
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
EIT at the PRC statutory rate of 25%
|
|
$
|
2,757,777
|
|
|
$
|
952,064
|
|
Valuation allowance
|
|
|
(1,873,052
|
)
|
|
|
-
|
|
|
|
$
|
884,725
|
|
|
$
|
952,064
|
|
The Company evaluates the level of
authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical
merits, and measures the unrecognized benefits associated with the tax positions. For the nine months ended September 30, 2016
and 2015, the Company had no unrecognized tax benefits.
The Company does not anticipate any
significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest
and penalties related to income tax matters, if any, in income tax expense.
Deferred income taxes are recognized
for tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts
in the condensed consolidated financial statements at each year-end and tax loss carry forwards. The tax effects of temporary
differences that give rise to the following approximate deferred tax assets and liabilities as of September 30, 2016 and December
31, 2015 are presented below.
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
Operating loss carry forward
|
|
$
|
357,376
|
|
|
$
|
303,237
|
|
Excess of interest expenses
|
|
|
1,848,095
|
|
|
|
1,398,582
|
|
Accrued expenses
|
|
|
2,184,958
|
|
|
|
1,912,600
|
|
|
|
$
|
4,390,429
|
|
|
$
|
3,614,419
|
|
The Company had net operating losses
carry forward of $1,410,129 as of September 30, 2016 which will expire on various dates between December 31, 2018 and 2019.
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
14. loss per
share
|
|
For the nine months
ended
September 30,
|
|
|
For the three months
ended
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for basic and diluted loss per share
|
|
$
|
(10,146,382
|
)
|
|
$
|
(2,856,194
|
)
|
|
$
|
(2,634,076
|
)
|
|
$
|
(919,146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding-basic and diluted
|
|
|
172,268,077
|
|
|
|
151,000,000
|
|
|
|
172,268,077
|
|
|
|
151,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share
|
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
7,950,411 common shares resulting from
the assumed conversion of 8% Convertible Note (note 11) were excluded from the calculation of diluted loss per share for the nine
months and three months ended September 30, 2016 as their effect is anti-dilutive.
15. Related Party
Transactions
15.1 Nature of relationships with related parties
|
Name
|
|
Relationships
with the Company
|
|
Wuhan Renhe Group Co., Ltd (“Wuhan Renhe”)
|
|
Former shareholder (Mr Wang Geng) of Wuhan Newport
|
|
Wuhan Renhe Real Estate Co., Ltd. (“Renhe RE”)
|
|
Mr. Wang Geng, the director of the Company, holds 100% of Renhe RE
|
|
Best Future Investment LLC.
|
|
Mr. James Coleman, the executive director of the company
|
|
Mr Zhao Weibin
|
|
Officer
|
|
Mr Liu Xiangyao
|
|
Director
|
15.2 Related party balances and transactions
Amount due to Wuhan Renhe were $28,050,884
and $28,822,089 as at September 30, 2016 and December 31, 2015, respectively. The amount is unsecured, interest free and does
not have a fixed repayment date.
On June 30, 2015, Wuhan Renhe forgave
a total amount of $285,413,074 with the Company. The Company has credited the amount of $285,413,074 to additional paid-in capital
in equity.
A summary of changes in the amount due to Wuhan Renhe is
as follows:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
At beginning of period
|
|
$
|
28,822,089
|
|
|
$
|
322,388,060
|
|
Advances from the related party
|
|
|
-
|
|
|
|
28,463,394
|
|
Forgiveness of loan
|
|
|
-
|
|
|
|
(285,413,074
|
)
|
Exchange difference adjustment
|
|
|
(771,205
|
)
|
|
|
(36,616,291
|
)
|
At end of period
|
|
$
|
28,050,884
|
|
|
$
|
28,822,089
|
|
Amount due to Renhe RE were $649,905
and $667,776 as at September 30, 2016 and December 31, 2015, respectively. The amount is unsecured, interest free and does not
have a fixed repayment date.
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
A summary of changes in the amount due to Renhe RE is as
follows:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
At beginning of period
|
|
$
|
667,776
|
|
|
$
|
-
|
|
Advances from the related party
|
|
|
-
|
|
|
|
667,776
|
|
Exchange difference adjustment
|
|
|
(17,871
|
)
|
|
|
-
|
|
At end of period
|
|
$
|
649,905
|
|
|
$
|
667,776
|
|
Amount due to Best Future Investment
were $46 and $nil as at September 30, 2016 and December 31, 2015, respectively. The amount is unsecured, interest free and does
not have a fixed repayment date.
A summary of changes in the amount due to Best Future Investment
is as follows:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
At beginning of period
|
|
$
|
-
|
|
|
$
|
-
|
|
Repayment to the related party
|
|
|
(4,394
|
)
|
|
|
-
|
|
Advances from the related party
|
|
|
4,440
|
|
|
|
-
|
|
At end of period
|
|
$
|
46
|
|
|
$
|
-
|
|
Amount due to Mr Zhao Weibin were $123,130
and $126,516 as at September 30, 2016 and December 31, 2015, respectively. The amount is unsecured, interest free and does not
have a fixed repayment date.
A summary of changes in the amount due to Mr Zhao Weibin
is as follows:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
At beginning of period
|
|
$
|
126,516
|
|
|
$
|
126,516
|
|
Exchange difference adjustment
|
|
|
(3,386
|
)
|
|
|
-
|
|
At end of period
|
|
$
|
123,130
|
|
|
$
|
126,516
|
|
Amount due to Mr Liu Xiangyao were
$3,607,224 and $2,428,731 as at September 30, 2016 and December 31, 2015, respectively. The amount is unsecured, interest free
and does not have a fixed repayment date.
A summary of changes in the amount due to Mr Liu Xiangyao
is as follows:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
At beginning of period
|
|
$
|
2,428,731
|
|
|
$
|
-
|
|
Advances from the director
|
|
|
1,193,956
|
|
|
|
2,428,731
|
|
Exchange difference adjustment
|
|
|
(15,463
|
)
|
|
|
-
|
|
At end of period
|
|
$
|
3,607,224
|
|
|
$
|
2,428,731
|
|
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
16. SHARE-BASED
COMPENSATION EXPENSES
On December
27, 2015, the Company granted 317,345 and 340,555 shares of the Company’s restricted common stock to a number of consultants,
in exchange for its legal and professional services to the Company for the years ended December 31, 2015 and 2016, respectively.
These shares were valued at $5.7 per share, the closing bid price of the Company’s common stock on the date of grant. Total
compensation expense recognized in the general and administrative expenses of the consolidated statement of operations for the
year ended December 31, 2015 was $1,808,867. Total compensation expense of approximately $1,941,163 will be recognized in 2016
when all the services been rendered. The shares attributable to fiscal 2015 and 2016 were issued on December 30, 2015.
On January
25, 2016, the Company granted 15,000 shares of the Company’s restricted common stock to a consultant, in exchange for its
legal and professional services to the Company for the year 2016. These shares were valued at $4.9 per share, the closing bid
price of the Company’s common stock on the date of grant. This compensation expense of approximately $73,500 was recognized
in 2016.
Total compensation
expenses recognized in the general and administrative expenses of the condensed consolidated statements of operations for the
nine months ended September 30, 2016 and 2015 was $2,014,663 and $nil respectively. For the three months ended September 30, 2016
and 2015, the company recorded compensation expenses of $nil and $nil, respectively.
17. Concentration
of Credit Risks
As of September
30, 2016 and December 31, 2015, substantially all of the Company’s cash and cash equivalents were held by major financial
institutions located in China and the US, which management believes are of high credit quality.
The Company’s
operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations
may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s
economy. The business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
No customer
accounted for more than 10% of total accounts receivable as of September 30, 2016 and December 31, 2015.
18. Commitments
and Contingencies
Operating lease commitments
For the nine months ended September
30, 2016 and 2015, rental expenses under operating leases were $54,000 and $nil, respectively.
The future obligations for operating leases of each of years
subsequent to September 30, 2016 are as follows:
|
|
(Unaudited)
|
|
2017
|
|
$
|
39,000
|
|
2018
|
|
|
-
|
|
Total minimum payment required
|
|
$
|
39,000
|
|
Legal proceeding
The Company is not currently a party
to any legal proceeding, investigation or claim which, in the opinion of the management, is likely to have a material adverse
effect on the business, financial condition or results of operations.
The Company did not identify any contingency as of September
30, 2016.
Yangtze
River Development Limited
(FORMERLY
Kirin International Holding, Inc.)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
19. RESTRICTED NET ASSETS
PRC laws and regulations permit payments
of dividends by the Company’s subsidiary incorporated in the PRC only out of their retained earnings, if any, as determined
in accordance with PRC accounting standards and regulations. In addition, the Company’s subsidiary incorporated in the PRC
are required to annually appropriate 10% of their net income to the statutory reserve prior to payment of any dividends, unless
such reserve have reached 50% of their respective registered capital. In addition, registered share capital and capital reserve
accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each subsidiary. As a result of
the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiary incorporated in
the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends or advances
from PRC subsidiary. Such restriction amounted to $287,214,468 as of September 30, 2016. Except for the above, there is no other
restriction on the use of proceeds generated by the Company’s subsidiary to satisfy any obligations of the Company.
20. SUBSEQUENT EVENT
The management evaluated all events
subsequent to the balance sheet date through the date the condensed consolidated financial statements were available to be issued.
Except for the followings, there are no significant matters to make material adjustments or disclosure in the condensed consolidated
financial statements.
Armada
Transaction
On October
3, 2016, Company entered into a Contribution, Conveyance and Assumption Agreement (the “Agreement”) and an Addendum
to the Agreement (collectively with the Agreement, the “Armada Agreement”) with Armada Enterprises GP, LLC, a Delaware
limited liability company (“Armada GP”) to (i) complete certain share exchange and (ii) procure $1,000,000,000 in
financing for the construction of the Logistics Center.
Entity Conversion.
Pursuant to the Armada Agreement, Armada GP will become the general partner of its current controlling entity, Bim Homes, Inc.
(“Bim Homes”), upon Bim Homes’ conversion into Armada Enterprises LP (the “Armada LP”) via a statutory
conversion under Delaware law. Meanwhile Armada GP will contribute its ownership in Wight International Construction LLC, an entity
affiliated with Armada GP (“Wight”) in exchange for interests in Armada LP.
Share Exchange. Pursuant to the Armada
Agreement, the Company agreed to issue to Wight a convertible promissory note in the amount of $500 million USD (the “Note”)
that may be convertible into 50,000,000 shares of Company’s Common Stock at a conversion price at $10 per share (“Conversion
Price”) at the sole election of Wight. The Company also agreed to contribute 60 million shares of the Common Stock at $8.33
per share, 50 million of which will be issued to Wight upon closing (the “Contribution Shares”) and the remaining
10,000,000 will be reserved with Company’s transfer agent (the “Reserve Shares”) and may be issued subject to
Armada GP’s fulfillment of its obligation of procuring $1,000,000,000 in construction financing for the Logistics Center
to be provided over a 3-year period. The 10 million shares shall be otherwise become Company’s treasury shares upon Armada
GP’s default on such obligation.
Consideration. In consideration of
Company’s Note, Contribution Shares and Reserve Shares, Wight agreed to issue the Company 100 million preferred B membership
units in Wight (“Preferred B Units”) valued at a minimum of $10 per unit for an aggregate value of $1 billion, which
would be converted to limited partnership units in Armada LP (“LP Units”), upon Armada GP’s contribution of
its interest in Wight to Armada LP. Armada shall also pay the Company a non-refundable $2 million USD (the “Cash Investment”)
by selling at least $12 million USD worth of the warrants issued by Bim Homes. The Cash Investment will be held by the Company
in escrow as a break-up fee in the event that Armada GP does not obtain financing in the amount of at least $50 million USD for
the Company (the “Break-up Fee”). The Break-up Fee shall become a working capital fund for the Company if Armada GP
obtains such financing.
Financing.
Pursuant to the Armada Agreement, the Company also agreed to engage Wight as its construction firm for construction of the Logistics
Center, subject to compliance with the applicable PRC laws. Wight will procure up to $1,000,000,000 in construction financing
for the completion of our Wuhan Project at approximately $200 million USD of new financing per year for five years. Upon closing,
Wight will provide us with proof of credit facilities of at least $500,000,000, which includes an allocation of $50 million USD
in the form of debt security to help the Company to meet NASDAQ listing qualifications.
Wight will seek financing of $200 million
each year for five years and will use its discretionary funds from its own financing. Wight anticipates closing as soon as January
2017 for the first year of construction to be applied in manner to be determined upon satisfaction of its due diligence and site
visit on the Company’s Wuhan project. Wight, as the developer, will undertake and procure the financing on customary terms
and conditions associated with construction financing. Wight plans to obtain the rest $800 million through various financial institutions
in the form of construction loans. The obligor shall be determined upon how such loans will be constructed.
Closing Conditions.
Closing shall occur upon (i) all parties’ representations and warranties are true and correct and (ii) the parties’
execution of a Memorandum Of Understanding outlining the material terms of the construction agreement by and between the Company
and Armada GP or its affiliates.
Termination. Termination of the Armada
Agreement may occur by (i) mutual written consent; (ii) by either party if the closing has not occurred within 60 days provided
the terminating party is not in breach; and/or (iii) by either party if the other party materially breached any of its covenants
or representations provided however that the breaching party will first have 30 days to cure.
The Company will not receive any cash
at closing of the Armada Transaction. On October 3, 2016, Armada Enterprises GP and its affiliate, Wight International Construction,
LLC were engaged to assist the Company in acquiring construction financing up to $1 billion over a five year period. There is
no guarantee that the Company and its advisors will be successful in securing financing.
PART II- INFORMATION NOT REQUIRED
IN THE PROSPECTUS
Item 13. Other Expenses Of Issuance And Distribution.
Set forth below is an itemization of the
total expenses, excluding placement discounts and commissions, that we expect to incur in connection with this offering. With the
exception of the SEC registration fee, the FINRA filing fee and the NASDAQ Global Select Market listing fee, all amounts are estimates.
Securities and Exchange Commission Registration Fee
|
|
$
|
4229.40
|
|
NASDAQ Global Select Market Listing Fee*
|
|
|
225,000
|
|
FINRA*
|
|
|
[●]
|
|
Legal Fees and Expenses*
|
|
|
[●]
|
|
Accounting Fees and Expenses*
|
|
|
[●]
|
|
Printing and Engraving Expenses*
|
|
|
[●]
|
|
Miscellaneous Expenses*
|
|
|
[●]
|
|
Total Expenses
|
|
$
|
[●]
|
|
*
To be filed by amendment
All amounts are estimates other than the
SEC’s registration fee. We are paying all expenses of the offering listed above.
Item 14. Indemnification of Directors and Officers.
Subsection 7 of Section 78.138 of the Nevada
Revised Statutes (the “Nevada Law”) provides that, subject to certain very limited statutory exceptions, a director
or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act
or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted
a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional misconduct,
fraud or a knowing violation of law. The statutory standard of liability established by Section 78.138 controls even if there is
a provision in the corporation’s articles of incorporation unless a provision in the Company’s Articles of Incorporation
provides for greater individual liability.
Subsection 1 of Section 78.7502 of the
Nevada Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (any such person, a “Covered Person”), against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Covered Person
in connection with such action, suit or proceeding if the Covered Person is not liable pursuant to Section 78.138 of the Nevada
Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe
the Covered Person’s conduct was unlawful.
Subsection 2 of Section 78.7502 of the
Nevada Law empowers a corporation to indemnify any Covered Person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in the capacity of a Covered Person against expenses, including amounts paid in settlement
and attorneys’ fees actually and reasonably incurred by the Covered Person in connection with the defense or settlement of
such action or suit, if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered Person acted
in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Corporation.
However, no indemnification may be made in respect of any claim, issue or matter as to which the Covered Person shall have been
adjudged by a court of competent jurisdiction (after exhaustion of all appeals) to be liable to the corporation or for amounts
paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought or
other court of competent jurisdiction determines upon application that in view of all the circumstances the Covered Person is fairly
and reasonably entitled to indemnity for such expenses as the court deems proper.
Section 78.7502 of the Nevada Law further
provides that to the extent a Covered Person has been successful on the merits or otherwise in the defense of any action, suit
or proceeding referred to in Subsection 1 or 2, as described above, or in the defense of any claim, issue or matter therein, the
corporation shall indemnify the Covered Person against expenses (including attorneys’ fees) actually and reasonably incurred
by the Covered Person in connection with the defense.
Subsection 1 of Section 78.751 of the Nevada
Law provides that any discretionary indemnification pursuant to Section 78.7502 of the Nevada Law, unless ordered by a court or
advanced pursuant to Subsection 2 of Section 78.751, may be made by a corporation only as authorized in the specific case upon
a determination that indemnification of the Covered Person is proper in the circumstances. Such determination must be made (a)
by the stockholders, (b) by the board of directors of the corporation by majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such non-party directors so orders, by
independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum of such non-party
directors cannot be obtained.
Subsection 2 of Section 78.751 of the Nevada
Law provides that a corporation’s articles of incorporation or bylaws or an agreement made by the corporation may require
the corporation to pay as incurred and in advance of the final disposition of a criminal or civil action, suit or proceeding, the
expenses of officers and directors in defending such action, suit or proceeding upon receipt by the corporation of an undertaking
by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction
that he or she is not entitled to be indemnified by the corporation. Subsection 2 of Section 78.751 further provides that its provisions
do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled
under contract or otherwise by law.
Subsection 3 of Section 78.751 of the Nevada
Law provides that indemnification pursuant to Section 78.7502 of the Nevada Law and advancement of expenses authorized in or ordered
by a court pursuant to Section 78.751 does not exclude any other rights to which the Covered Person may be entitled under the articles
of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or in another capacity while holding his or her office. However, indemnification, unless ordered by
a court pursuant to Section 78.7502 or for the advancement of expenses under Subsection 2 of Section 78.751 of the Nevada Law,
may not be made to or on behalf of any director or officer of the corporation if a final adjudication establishes that his or her
acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action.
Additionally, the scope of such indemnification and advancement of expenses shall continue for a Covered Person who has ceased
to be a director, officer, employee or agent of the corporation, and shall inure to the benefit of his or her heirs, executors
and administrators.
Section 78.752 of the Nevada Law empowers
a corporation to purchase and maintain insurance or make other financial arrangements on behalf of a Covered Person for any liability
asserted against such person and liabilities and expenses incurred by such person in his or her capacity as a Covered Person or
arising out of such person’s status as a Covered Person whether or not the corporation has the authority to indemnify such
person against such liability and expenses.
The Bylaws of the Company provide for indemnification
of Covered Persons substantially identical in scope to that permitted under the Nevada Law. Such Bylaws provide that the expenses
of directors and officers of the Company incurred in defending any action, suit or proceeding, whether civil, criminal, administrative
or investigative, must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit
or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it
is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by
the Company.
Item 15.
Recent Sales of Unregistered Securities.
On December 19, 2015, upon completion of
the Second Share Exchange describe above in “Description of Business”, the Company issued to (i) the acquiree shareholders
an aggregate of one hundred fifty-one million (151,000,000) shares of Company’s common stock, and a certain acquiree shareholder
an additional 8% convertible promissory note (the “Note”) in the principal amount of one hundred fifty million dollars
($150,000,000). The Note may be converted all or any portion of the then aggregate outstanding principal amount, together with
any accrued and unpaid interest, into shares of Company’s common stock at $10.00 per share. The principal amount of the Note
was subsequently reduced to $75,000,000 as a result of the Subsidiaries Sale consummated on December 31, 2015, as described above
in “Description of Business”.
The issuance of the shares and the Note at the closing of the underlying transactions
has been determined to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act.
On December 28, 2015, Company issued an
aggregate of 657,900 shares of common stock to nine individuals and three entities for services rendered.
The issuance of the
shares has been determined to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities
Act.
On January 25, 2016, Company issued an
aggregate of 15,000 shares of common stock to one individual for services rendered.
The issuance of the shares has been determined
to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act.
On November 17, 2016, upon share exchange and conversion
described above in “Description of Business” with Wight International Construction, LLC, we issued an aggregate
of 100,000,000 shares of common stock of the Company to Wight International Construction, LLC. As a result, Wight holds 36.73%
of Common Stock of the Company and is now now the largest shareholder of the Company.
The issuance of the shares has been determined
to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act.
Item 16. Exhibits.
Exhibit
Number
|
|
Description
|
|
|
|
1.1*
|
|
Form of Underwriting Agreement
|
2.1
|
|
Share Exchange Agreement, dated December 19, 2015, by and between the Company and Crestlake Holdings Limited (incorporated by reference to Exhibit 2.1 filed on Current Report to Form 8-K with the SEC on December 21, 2015)
|
2.2
|
|
Share Exchange Agreement, dated December 19, 2015, by and between the Company and Start Well International Limited (incorporated by reference to Exhibit 2.2 filed on Current Report to Form 8-K with the SEC on December 21, 2015)
|
2.3
|
|
Share Exchange Agreement, dated December 19, 2015, by and between the Company and Majestic Symbol Limited (incorporated by reference to the Exhibit 2.3 filed on Current Report to Form 8-K with the SEC on December 21, 2015)
|
2.4
|
|
Share Exchange Agreement, dated December 19, 2015, by and
between the Company and Best Future Investment LLC (incorporated by reference to the Exhibit 2.4 filed on Current Report to
Form 8-K with the SEC on December 21, 2015)
|
2.5
|
|
Share Exchange Agreement, dated December 19, 2015, by and between the Company and Fortunate Drift Limited (incorporated by reference to the Exhibit 2.5 filed on Current Report to Form 8-K with the SEC on December 21, 2015)
|
2.6
|
|
Share Exchange Agreement, dated December 19, 2015, by and between the Company and Jasper Lake Holdings Limited (incorporated by reference to Exhibit 2.6 filed on Current Report to Form 8-K with the SEC on December 21, 2015)
|
3.1
|
|
(a) Original Articles of Incorporation dated December 23, 2009
|
|
|
(b) Certificate of Correction dated April 21, 2010
|
|
|
(c) Certificate of Amendment dated March 10, 2011
|
|
|
(d) Certificate of Correction dated March 14, 2011
|
|
|
(e) Certificate of Amendment dated January 13, 2016
|
3.2
|
|
Bylaws (Incorporated by reference to Exhibit 3.2 filed on Company’s Registration Statement on Form S-1 filed with the SEC on April 28, 2010)
|
4.1
|
|
8% Convertible Promissory Note issued to Jasper Lake Holdings Limited (incorporated by reference to Exhibit 4.1 filed on Current Report to Form 8-K with the SEC on December 21, 2015)
|
4.2
|
|
Amended 8% Convertible Promissory Note issued to Jasper Lake Holdings Limited in the amount of $75,000,000 upon completion of the Subsidiaries Sale (Incorporated by reference to Exhibit 4.2 filed on Annual Report on Form 10-K filed with the SEC on February 2, 2016)
|
4.3
|
|
Specimen Common Stock Certificate
|
5.1*
|
|
Opinion of Lucosky Brookman LLP, counsel of Yangtze
River Development Limited, as to the validity of the common stock
|
10.1
|
|
Stock Purchase and Business Sale Agreement, dated December 31, 2015, by and between the Company and Kirin Global Enterprises, Inc. for the sale of Brookhollow Lake, LLC (incorporated by reference to Exhibit 10.1 filed on Current Report to Form 8-K with the SEC on January 7, 2016)
|
10.2
|
|
Stock Purchase and Business Sale Agreement, dated December 31, 2015, by and between the Company and Kirin Global Enterprises, Inc. for the sale of New Port Property Holding, LLC (incorporated by reference to Exhibit 10.2 filed on Current Report to Form 8-K with the SEC on January 7, 2016)
|
10.3
|
|
Stock Purchase and Business Sale Agreement, dated December 31, 2015, by and between the Company and Kirin Global Enterprises, Inc. for the sale of Kirin China Holding Ltd. (incorporated by reference to Exhibit 10.3 filed on Current Report to Form 8-K with the SEC on January 7, 2016)
|
10.4
|
|
Stock Purchase and Business Sale Agreement, dated December 31, 2015, by and between the Company and Kirin Global Enterprises, Inc. for the sale of Kirin Hopkins Real Estate Group (incorporated by reference to Exhibit 10.4 filed on Current Report to Form 8-K with the SEC on January 7, 2016)
|
10.5
|
|
Stock Purchase and Business Sale Agreement, dated December 31, 2015, by and between the Company and Kirin Global Enterprises, Inc. for the sale of Archway Development Group LLC (incorporated by reference to Exhibit 10.5 filed on Current Report to Form 8-K with the SEC on January 7, 2016)
|
10.6
|
|
Stock Purchase and Business Sale Agreement, dated December 31, 2015, by and between the Company and Kirin Global Enterprises, Inc. for the sale of Spectrum International Enterprise, LLC (incorporated by reference to Exhibit 10.6 filed on Current Report to Form 8-K with the SEC on January 7, 2016)
|
10.7
|
|
Stock Purchase and Business Sale Agreement, dated December 31, 2015, by and between the Company and Kirin Global Enterprises, Inc. for the sale of HHC-6055 Centre Drive LLC (incorporated by reference to Exhibit 10.7 filed on Current Report to Form 8-K with the SEC on January 7, 2016)
|
10.8**
|
|
Offer and Acceptance Letter between the Company and Daniel W. Heffernan
|
10.9**
|
|
Offer and Acceptance Letter between the Company and Harvey Leibowitz
|
10.10**
|
|
Offer and Acceptance Letter between the Company and James Coleman
|
10.11**
|
|
Offer and Acceptance Letter between the Company and Zhixue Liu
|
10.12**
|
|
Offer and Acceptance Letter between the Company and Romano Tio
|
10.13**
|
|
Offer and Acceptance Letter between the Company and Tongmin Wang
|
10.14**
|
|
Offer and Acceptance Letter between the Company and Yanliang Wu
|
10.15**
|
|
Offer and Acceptance Letter between the Company and Yu Zong
|
10.16**
|
|
Offer and Acceptance Letter between the Company and Zhanhuai Cheng
|
10.17**
|
|
Offer and Acceptance Letter between the Company and Zhihong Su
|
10.18**
|
|
English translation of Memorandum of Understanding between the Company and CMST Development (Hankou) Co. Ltd.
|
10.19**
|
|
English translation of Memorandum of Understanding between the Company and Shanxi Chamber of Commerce in Hubei
|
10.20**
|
|
English translation of Memorandum of Understanding between the Company and Wuhan Coal Business Association
|
10.21**
|
|
Undertaking Letter Provided by the Majority Shareholder dated January 29, 2016
|
10.22
|
|
Contribution, Conveyance and Assumption
Agreement Dated October 3, 2016 By and Among the Company, Armada Enterprises GP and Wight International Construction, LLC.
(incorporated by reference to Exhibit 10.1 filed on Quarterly Report to Form 10-Q with the SEC on October 24, 2016)
|
10.23
|
|
Addendum to Contribution, Conveyance and Assumption Agreement
Dated October 3, 2016 By and Among the Company, Armada Enterprises GP and Wight International Construction, LLC. (incorporated
by reference to Exhibit 10.2 filed on Quarterly Report to Form 10-Q with the SEC on October 24, 2016)
|
10.24
|
|
Convertible Promissory Note between Company and Wight International Construction, LLC dated
November 16, 2016 (incorporated by reference to Exhibit 10.1 filed on Current Report to Form 8-K with the SEC on November
23, 2016)
|
10.25
|
|
Amended and Restated Limited Liability Company Agreement between Company and Wight International
Construction, LLC, dated November 16, 2016 (incorporated by reference to Exhibit 10.1 filed on Current Report to Form 8-K
with the SEC on November 23, 2016)
|
14.1
|
|
Code of Business Conduct and Ethics of the Company (incorporated by reference to Exhibit 10.7 filed on Current Report to Form 8-K with the SEC on January 28, 2016)
|
21.1
|
|
List of Subsidiaries (Incorporated by reference to Exhibit 4.2 filed on Annual Report on Form 10-K filed with the SEC on February 2, 2016)
|
23.1†
|
|
Consent of
Centurion
ZD CPA Limited (as successor to Dominic K.F. Chan & Co)
|
23.2*
|
|
Consent of Lucosky Brookman LLP, counsel of Yangtze River
Development Limited (included in Exhibit 5.1).
|
99.1
|
|
Notice of Conversion dated November 16, 2016 (incorporated by reference to Exhibit 99.1
filed on Current Report to Form 8-K with the SEC
on November 23, 2016).
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Schema
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase
|
101.DEF*
|
|
XBRL Taxonomy Definition Linkbase
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase
|
101.PRE*
|
|
XBRL Presentation Linkbase
|
*
|
To be filed by amendment.
|
**
|
Previously filed.
|
†
|
Filed herewith.
|
Item 17. Undertakings.
The
undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each
purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
The
undersigned Registrant hereby undertakes that:
The undersigned registrant hereby undertakes:
|
(1)
|
To file,
during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
|
|
(i)
|
To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
To reflect
in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration
statement;
|
|
(iii)
|
To include
any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration
statement;
|
|
(2)
|
That for
the purpose of determining any liability under the Securities Act of 1933 each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
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|
(3)
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To remove
from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
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(4)
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That, for
the purpose of determining liability under the Securities Act of 1933 to any purchaser,
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first
use, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use.
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|
(5)
|
That, for
the purpose of determining liability of the registrant under the Securities Act of 1933
to any purchaser in the initial distribution of the securities:
|
The undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
|
(i)
|
Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required
to be filed pursuant to Rule 424;
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|
(ii)
|
Any free
writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
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|
(iii)
|
The portion
of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and
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|
(iv)
|
Any other
communication that is an offer in the offering made by the undersigned registrant to
the purchaser.
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|
(6)
|
The undersigned
Registrant hereby undertakes to provide to the underwriters at the closing specified
in the underwriting agreement certificates in such denominations and registered in such
names as required by the underwriters to permit prompt delivery to each purchaser.
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(7)
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the provisions
described in Item 14 above, or otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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|
(8)
|
The undersigned
Registrant hereby undertakes:
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|
(1)
|
That for purposes
of determining any liability under the Securities Act, the information omitted from the
form of prospectus filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
|
|
(2)
|
That for the
purpose of determining any liability under the Securities Act, each post-effective amendment
that contains a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and this offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, New York on November 30, 2016.
|
YANGTZE RIVER DEVELOPMENT LIMITED
|
|
|
|
|
By:
|
/s/ Xiangyao Liu
|
|
|
Xiangyao Liu
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
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|
|
|
|
Date:
|
November 30, 2016
|
|
|
|
|
By:
|
/s/ Xin Zheng
|
|
|
Xin Zheng
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
|
Date:
|
November 30, 2016
|
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Xiangyao Liu
|
|
President, Chief Executive Officer and Director
|
|
November 30, 2016
|
Xiangyao Liu
|
|
(Principal Executive Officer)
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
/s/ Xin Zheng
|
|
(Principal Financial and Accounting Officer)
|
|
November 30, 2016
|
Xin Zheng
|
|
|
|
|
|
|
|
|
|
/s/ James Stuart Coleman
|
|
Director
|
|
November 30, 2016
|
James Stuart Coleman
|
|
|
|
|
|
|
|
|
|
/s/ Zhanhuai Cheng
|
|
Director
|
|
November 30, 2016
|
Zhanhuai Cheng
|
|
|
|
|
|
|
|
|
|
/s/ Yanliang Wu
|
|
Director
|
|
November 30, 2016
|
Yanliang Wu
|
|
|
|
|
|
|
|
|
|
/s/ Yu Zong
|
|
Director
|
|
November 30, 2016
|
Yu Zong
|
|
|
|
|
|
|
|
|
|
/s/ Harvey Leibowitz
|
|
Independent Director
|
|
November 30, 2016
|
Harvey Leibowitz
|
|
|
|
|
|
|
|
|
|
/s/ Zhixue Liu
|
|
Independent Director
|
|
November 30, 2016
|
Zhixue Liu
|
|
|
|
|
|
|
|
|
|
/s/Tongming Wang
|
|
Independent Director
|
|
November 30, 2016
|
Tongming Wang
|
|
|
|
|
|
|
|
|
|
/s/ Romano Tio
|
|
Independent Director
|
|
November 30, 2016
|
Romano Tio
|
|
|
|
|
|
|
|
|
|
/s/ Daniel W. Heffernan
|
|
Independent Director
|
|
November 30, 2016
|
Daniel W. Heffernan
|
|
|
|
|
|
|
|
|
|
/s/ Zhihong Su
|
|
Independent Director
|
|
November 30, 2016
|
Zhihong Su
|
|
|
|
|
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