China Senior Living Industry International Holding Corp (Form: 8-K, Received: 10/13/2015 09:25:38)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)

September 29, 2015

China Senior Living Industry International Holding Corporation

(Formerly known as “China Forestry Inc”)

(Exact Name of Registrant as Specified in Its Charter)


Nevada		87-0429748
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

No.28, Xi Hua South Rd., High-Tech Zone,

Xian Yang City, Shaanxi Province, China Postal Code: 712000

(Address of principal executive offices)

(011) (86) 29-33257666

(Registrant's telephone number)

___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

. . Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

. . Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

. . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

. . Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CURRENT REPORT ON FORM 8-K

_______________

TABLE OF CONTENTS


Item 1.01	Entry into a Material Definitive Agreement.


Item 2.01	Completion of Acquisition or Disposition of Assets.


Item 3.02	Unregistered Sales of Equity Securities.


Item 5.01	Changes in Control of Registrant.


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Item 9.01	Financial Statements and Exhibits.

EXPLANATORY NOTE

As used in this Current Report, unless the context requires or is otherwise indicated, the terms “we,” “us,” “our,” the “Registrant,” the “Company,” “our company” and similar expressions include the following entities:

(i)

China Senior Living Industry International Holding Corporation, formerly known as China Forestry Inc, a Nevada corporation (“PUBCO”), which is a publicly traded company;

(ii)

Xi’An Qi Ying Bio-Tech Limited 西安企盈生物科技有限公司 , a Chinese limited liability company and the indirectly wholly owned subsidiary of PUBCO ( “ Qi Ying ” )

(iii)

Hanzhong Hengtai Bio-Tech Limited 汉中亨泰生物科技有限公司 , a Chinese limited liability company ( “ Hengtai ” ) ;

(iv)

Shaanxi Yifuge Investments and Assets Co, Ltd 陕西颐福阁投资置业有限责任公司 , a Chinese limited liability company ( “ Yifuge ” )

“ China ” or “ PRC ” refers to the People ’ s Republic of China, excluding Hong Kong, Macau and Taiwan. “ RMB ” or “ Renminbi ” refers to the legal currency of China and “ $ ” or “ U.S. Dollars” refers to the legal currency of the United States. The Company maintains its books and accounting records in Renminbi. We make no representation that the RMB or U.S. Dollar amounts referred to in this Current Report could have been or could be converted into U.S. Dollars or RMB, as the case may be, at any particular rate or at all. “GAAP” unless otherwise indicated refers to accounting principles generally accepted in the United States.

Item 1.01 Entry into a Material Definitive Agreement.

On September 29, 2015, Xi ’ An Qi Ying Bio-Tech Limited 西安企盈生物科技有限公司 ( “ Qi Ying ” ), our indirectly wholly owned subsidiary in China, entered into a series of agreements with Shaanxi Yifuge Investments and Assets Co, Ltd 陕西颐福阁投资置业有限责任公司 , a Chinese limited liability company (“Yifuge”), including Exclusive Business Corporation and Management Agreement, Exclusive Option Agreement, Equity Interest Pledge Agreement, and Power of Attorneys (collectively “VIE Agreements”). Upon the entry of these agreements, Yifuge became the variable interest entity (“VIE”) (as defined in ASC 810-10, formally FIN 46(R)) of Qi Ying. Under the Exclusive Business Corporation and Management Agreement, Qi Ying provided consulting and management services to Yifuge and receives compensation equal to the post-tax net income of Yifuge, which also subject Qi Ying to the risk of assuming the loss of Yifuge in the event that Yifuge suffers net loss in any fiscal year. Additionally, under the Exclusive Option Agreement, the shareholders of Yifuge have granted Qi Ying the exclusive right and option to acquire all of their equity interests in Yifuge. Further, the shareholders of Yifuge pledged all of their rights, titles and interests in Yifuge to Qi Ying under the Equity Interest Pledge Agreement. The shareholders of Yifuge also granted power of attorney to Qi Ying to exercise all the shareholder's rights and shareholder's voting rights. Upon the entry of these agreements, Yifuge became the variable interest entity (“VIE”) (as defined in ASC 810-10, formally FIN 46(R)) of Qi Ying. As consideration for the entry of the VIE agreement, we issued 33,600,000 shares of common stock to Jingcao Wu, who is the control person and owner of Yifuge.

Variable interest entity (VIE) is a term used by the United States Financial Accounting Standards Board in FIN 46 to refer to an entity (the investee) in which the investor holds a controlling interest that is not based on the majority of voting rights. A VIE is an entity meeting one of the following three criteria as elaborated in FASB ASC 810-10 [formerly FIN 46 (Revised)]:

The equity-at-risk is not sufficient to support the entity's activities (e.g.: the entity is thinly capitalized, the group of equity holders possesses no substantive voting rights, etc.);

As a group, the equity-at-risk holders cannot control the entity; or

The economics do not coincide with the voting interests (commonly known as the "anti-abuse rule").

On September 29, 2015, our Board of Directors also approved that Qi Ying transferred its equity ownership in Hanzhong Hengtai Bio-Tech Limited 汉中亨泰生物科技有限公司 ( “ Hengtai ” ) to Zhenheng Shao, Zhenguo Shao and Yongli Yang. Upon the completion of the equity transfer, Hengtai is no longer our indirectly wholly owned subsidiary in China. The transfer of Hengtai ’ s equity ownership is due to the reasons that Hengtai’s business operations were limited to the plantation and sale of garden plants and its business performance was not ideal in the recent years.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described under the Item 1.01 of this Current Report on Form 8-K, on September 29, 2015, Qi Ying entered into the VIE Agreements with Yifuge and Yifuge became our affiliated operating company in China. As consideration for the entry of the VIE agreement, we issued 33,600,000 shares of common stock to Jingcao Wu, who is the control person and owner of Yifuge.

On September 29, 2015, our Board of Director approved the transfer of Qi Ying’s equity ownership in Hengtai to Zhenheng Shao, Zhenguo Shao and Yongli Yang . The transfer of Hengtai’s equity ownership is due to the reasons that Hengtai’s business operations were limited to the plantation and sale of garden plants and its business performance was not ideal in the recent years. Upon the completion of the equity transfer, Hengtai is no longer our indirectly wholly owned subsidiary in China.

As the result, PUBCO ceased the business of plantation and sale of garden plants and became engaged in senior living and senior care business through Yifuge.

DESCRIPTION OF THE COMPANY

Corporate History

We were originally incorporated in Nevada on January 13, 1986. Since inception, we have not had active business operations and were considered a development stage company. In 1993, we entered into an agreement with Bradley S. Shepherd in which Mr. Shepherd agreed to become an officer and director and use his best efforts to organize and update our books and records and to seek business opportunities for acquisition or participation. The acquisition of the share capital of Hong Kong Jin Yuan was such an opportunity.

As a result of a Share Exchange, Hong Kong Jin Yuan became our wholly-owned subsidiary, Harbin SenRun became our indirect wholly-owned subsidiary, and we succeeded to the business of Harbin SenRun Forestry Development Co., Ltd., a producer of forest products with approximately 1,561 hectares of State forest assets located mainly over the Small Xing An Mountains, Jin Yin County, and the Harbin Wu Chang District of Heilongjiang Province of Northern China.

Harbin SenRun was founded in 2004. Historically, it had a workforce of approximately 8 full time employees, mainly in sales, administration and in supporting services. It recruited temporary part-time workers to carry out felling, cutting and forestry plantation and protection. Its principal revenue was log sales.

Harbin SenRun lost its wood-cutting quota for log sales from the Bureau of Forestry for the year ended December 31, 2007, and, as a result, did not have any revenues for that period. While Harbin Senrun has applied for a wood cutting quota in subsequent years, it has not been successful in acquiring one.

On December 14, 2010, we simultaneously entered into and closed the transactions contemplated by a Sale and Purchase Agreement with Land Synergy Limited (as Purchaser), a company incorporated in the British Virgin Islands (“Land Synergy”) and sold to Land Synergy 100% of the share capital of Hong Kong Jin Yuan, including its wholly-owned subsidiary, Harbin SenRun, for US$2,000. As a result, we no longer engage in the timber business operations.

On July 15, 2010, we entered into a Share Exchange with Financial International (Hong Kong) Holdings Co. Limited (“FIHK”).

From April 1, 2010 to May 20, 2011, FIHK had a series of contractual arrangements with Hanzhong Hengtai Bio-Tech Limited (“Hengtai”), a company organized and existing under the laws of the People’s Reuplic of China that is engaged in the plantation and sale of garden plants used for landscaping, including Chinese Yew, Aesculus, Dove Tree and Dendrobium.

On May 20, 2011, FIHK exercised its rights under the Exclusive Option Agreement to direct Xi’An Qi Ying Bio-Tech Limited, a company organized and existing under the laws of the People’s Republic of China (“Xi’An Qi Ying”), the indirect wholly owned subsidiary of FIHK, to acquire all of the equity capital of Hengtai. The Exclusive Option Agreement was exercised in a manner that the shareholders of Hengtai transferred all of their equity capital in Hengtai to Xi’An Qi Ying. At or about the same time, Spone Limited, a company organized and existing under the laws of the Hong Kong SAR of the People’s Republic of China (“Spone”), acquired all of the capital stock of Xi’An Qi Ying, so that it became a direct wholly owned subsidiary of Spone. FIHK then acquired all of the capital stock of Spone, so that it became a direct wholly owned subsidiary of FIHK. As a result, Hengtai became an indirect wholly owned subsidiary of FIHK and also accordingly became the indirect wholly owned subsidiary of us.

On September 8, 2015, we changed our name from China Forestry Inc to China Senor Living Industry International Holding Corporation.

On September 29, 2015, Qi Ying entered into the VIE Agreements with Yifuge and Yifuge became our affiliated operating company in China. As consideration for the entry of the VIE agreement, we issued 33,600,000 shares of common stock to Jingcao Wu, who is the control person and owner of Yifuge.

On September 29, 2015, our Board of Director also approved the transfer of Qi Ying’s equity ownership in Hengtai to Zhenheng Shao, Zhenguo Shao and Yongli Yang. Upon the completion of the equity transfer, Hengtai is no longer our indirectly wholly owned subsidiary in China.

As the result, we ceased the business of plantation and sale of garden plants and became engaged in senior living and senior care business through Yifuge.

In the remainder of this current report on Form 8-K, “we, us or our” refers to PUBCO, Qi Ying and Yifuge, collectively.

Business Overview

We mainly engage in the business operating senior living facilities in Xianyang, a part of Xi’an Metropolitan Area in Shaanxi Province China, based on our sole facility with the ability to serve 400 residents. We offer our residents access to a full continuum of services across all sectors of the senior living industry. We generate our revenues from private customers, which limits our exposure to government reimbursement risk. In addition, we control the operating economics of our facilities through property ownership and long-term leases. We believe we operate in the attractive sectors of the senior living industry in China with significant opportunities to increase our revenues through providing a combination of housing, hospitality services and health care services.

We plan to grow our revenue and operating income through a combination of: (i) organic growth in our existing portfolio; (ii) acquisitions of additional operating companies and facilities; and (iii) the realization of economies of scale. Given the size and breadth of our basic platform, we believe that we are well positioned to invest in a broad spectrum of assets in the senior living industry.

We believe that the senior living industry is the preferred alternative to meet the growing demand for a cost-effective residential setting in which to care for the elderly who cannot, or as a lifestyle choice choose not to, live independently due to physical or cognitive frailties and who may, as a result, require assistance with some of the activities of daily living or the availability of nursing or other medical care. Housing alternatives for seniors include a broad spectrum of senior living service and care options, including independent living, assisted living, memory care and skilled nursing care. More specifically, senior living consists of a combination of housing and the availability of 24-hour a day personal support services and assistance with certain activities of daily living.

Our Market

Senior Housing Market in China:

China has now more than 177 million people aged 60 or above, and the number is predicted to reach 450 million by the middle of the century, according to the statistics from China’s sixth national census. Marketing to the aging Chinese population is becoming more important today than ever before.

Among the aging Chinese population, about 23.6 million seniors are living alone at home without presence and care from their younger generations. Integrated into the Xi'an metropolitan area, one of the main urban agglomerations in inland China is inhabited by over 7.17 million people. Xianyang’s built-up area (BUA) is made of 2 urban districts (Qindu and Weicheng), which house 945,420 inhabitants according to the 2010 census. Just as the rest of China, people in Xianyang get older rapidly. Currently, 10% of Xianyang’s population is composed of seniors.

Specialized housing for the elderly is not widespread in China. Facing a rapidly aging population and inadequate infrastructure to meet the projected needs, the Chinese government a few years ago began encouraging the opening of senior-care facilities in the country. So far, there are only a handful senior housing facilities operating by foreign companies in major metropolises such as Beijng and Shanghai. There are few comparable housing facilities operating in inland China. We expect a surging demand for service-based senior housing in Xianyang over the decades to come.

In addition, seniors become increasingly wealthier due to the rapidly economic growth in China during recent years and have a significant amount of assets generated from savings, pensions and, due to strong national housing markets, the sale of private homes. Children of current seniors in China are richest generation in China and they are willing to support their parents under the influence of traditional Chinese culture by outsourcing the service to senior care facilities. We believe seniors and their children increasingly will have the ability to afford senior living services.

Sales and Marketing

We carried out the sale and marketing activities solely through our own sales and marketing departments. We do not use any broker or agency to carry out sales and marketing activities.

Our Customers

Our target retirement center residents are senior citizens age 60 and older who desire or need a more supportive living environment.

Our target customer residents are predominantly senior citizens age 60 and older who are seeking a community that offers a variety of services and a continuum of care so that they can “age in place.” These residents generally first enter our facility as a resident of a retirement centers unit and may later move into an assisted living facility.

Our Strengths

Our competitive strengths include:

Skilled management team with extensive experience. Our senior management team has extensive experience in acquiring, operating and managing a broad range of senior living assets, including experience in the senior living, healthcare, hospitality and real estate industries.

Technology advantage. We provided technology-enhanced senior care system and facilities, including VoIP, perimeter alert, area monitor and control network, electronic patrol network, parking management, intercom, smart furniture integration, and GPS paging system. We believe that we are one of the few companies in the senior living industry in inland China with this capability. We believe that our multiple product offerings create marketing synergies and cross-selling opportunities to meet a wide range of our customers’ needs.

Research and Development

We are currently conducting research on senior living smart management system, which will cover VoIP, perimeter alert, area monitor and control network, electronic patrol network, parking management, intercom, smart furniture integration, and GPS paging system. The system incorporates a universal access card that serves as identification, access control, and integrated payment.

We are also developing a fixed emergency call button which will be installed in living rooms, bedrooms, bathrooms, balconies, and common areas. In the case of emergency, a resident will be able to reach and activate the emergency call button. Control room would be able to receive the message and pinpoint the location to initiate emergency assistance protocols.

Leased Properties

We have engaged a five-year lease agreement with Yifuge Senior Apartments, staring on January 4, 2012. These apartments are located at Xianyang, ShannXi.

According to the arrangement under the lease agreement, the rent is paid yearly at RMB 19200 Yuan per year (approximately $3050 per year). We are responsible for all utilities including electricity, gas, water, telephone and water. We are also responsible for the maintenance, repair of the sidewalk in front of the demised premises.

Intellectual Property

Our parent application on mart senior servicing system is currently pending.

Employees

We currently employ a total of 53 fulltime employees

In compliance with the Employment Contract Law of the PRC, we have written contracts with all our employees for various terms. The employment agreements include the positions, responsibilities and salaries of the respective employees, as well as the circumstances under which employment may be terminated in compliance with the Employment Contract Law of the PRC.

Government Regulation

Regulations on the Senior Living Industry

The Ministry of Civil Affairs of the People’s Republic of China regulates the establishment and operation of senior care facilities, as required under the Law on the Protection of the Rights and Interests of the Elderly as amended in December, 2012. At the national level, China has yet to form a comprehensive legal framework governing retirement homes. Most legislation regulating retirement homes has been promulgated by local government.

Investment in new retirement home projects

The Tentative Measures require foreign investors to set up a retirement home in the form of an equity or contractual joint venture with a Chinese party. While no specific limit on the proportion of foreign ownership is imposed by law, this does not mean that super-majority stakes by foreign investors will necessarily be permitted. Close consultation with government departments, including the Bureau of Civil Affairs, may be maintained prior to submitting an approval application to prevent push back on the foreign party’s shareholding ratio during the application process.

The establishment of a foreign-invested retirement home must also be approved by the Foreign Trade and Economic department of MOFCOM at the provincial level. Where services provided by a retirement home include a high-level of medical treatment such as diagnostic and therapeutic activity, the home may be classified as a “medical institution” in addition to being designated a “service institution for the elderly”. Medical institutions are subject to a range of additional investment criteria. Detailed procedures and regulatory requirements for the establishment of a new retirement home will be provided by the local authorities and will vary from region to region.

RISK FACTORS

An investment in our common stock is speculative and involves a high degree of risk and uncertainty. You should carefully consider the risks described below, together with the other information contained in this prospectus, including the consolidated financial statements and notes thereto of our Company, before deciding to invest in our common stock. The risks described below are not the only ones facing our Company. Additional risks not presently known to us or that we presently consider immaterial may also adversely affect our Company. If any of the following risks occur, our business, financial condition and results of operations and the value of our common stock could be materially and adversely affected.

If we are unable to generate sufficient cash flow to cover required interest and lease payments, this would result in defaults of the related debt or leases and cross-defaults under other debt or leases, which would adversely affect our ability to continue to generate income.

We have significant indebtedness and lease obligations, and we intend to continue financing our communities through mortgage financing, long-term leases and other types of financing, including borrowings under our lines of credit and future credit facilities we may obtain. We cannot give any assurance that we will generate sufficient cash flow from operations to cover required interest, principal and lease payments. Any non-payment or other default under our financing arrangements could, subject to cure provisions, cause the lender to foreclose upon the community or communities securing such indebtedness or, in the case of a lease, cause the lessor to terminate the lease, each with a consequent loss of income and asset value to us. Furthermore, in some cases, indebtedness is secured by both a mortgage on a community (or communities) and a guaranty by us. In the event of a default under one of these scenarios, the lender could avoid judicial procedures required to foreclose on real property by declaring all amounts outstanding under the guaranty immediately due and payable, and requiring the respective guarantor to fulfill its obligations to make such payments. The realization of any of these scenarios would have an adverse effect on our financial condition and capital structure. Additionally, a foreclosure on any of our properties could cause us to recognize taxable income, even if we did not receive any cash proceeds in connection with such foreclosure. Further, because our mortgages and leases generally contain cross-default and cross-collateralization provisions, a default by us related to one community could affect a significant number of our communities and their corresponding financing arrangements and leases.

Due to the dependency of our revenues on private pay sources, events which adversely affect the ability of seniors to afford our monthly resident fees or entrance fees (including downturns in housing markets or the economy) could cause our occupancy rates, revenues and results of operations to decline.

Costs to seniors associated with independent and assisted living services are not generally reimbursable under government reimbursement programs. Only seniors with income or assets meeting or exceeding the comparable median in the regions where our communities are located typically can afford to pay our monthly resident fees. Economic downturns or changes in demographics could adversely affect the ability of seniors to afford our resident fees or entrance fees. In addition, downturns in the housing markets, such as the one we have recently experienced, could adversely affect the ability (or perceived ability) of seniors to afford our entrance fees and resident fees as our customers frequently use the proceeds from the sale of their homes to cover the cost of our fees. If we are unable to retain and/or attract seniors with sufficient income, assets or other resources required to pay the fees associated with independent and assisted living services, our occupancy rates, revenues and results of operations could decline. In addition, if the recent volatility in the housing market continues for a protracted period, our results of operations and cash flows could be negatively impacted.

We have a limited operating history on a combined basis and we are therefore subject to the risks generally associated with the formation of any new business and the combination of existing businesses.

In 2012, we were formed for the purpose of providing management for Xianyang Yifuge Senior Living Facility, which was privately owned and established in 2008 with the approval of Xianyang Municipal Bureau of Civil Affairs. Prior to this merge, we had no operations or assets. We are therefore subject to the risks generally associated with the formation of any new business and the combination of existing businesses, including the risk that we will not be able to realize expected efficiencies and economies of scale or implement our business strategies. As such, we only have a brief combined and consolidated operating history upon which investors may evaluate our performance as an integrated entity and assess our future prospects.

If we are unable to expand our operations in accordance with our plans, our anticipated revenues and results of operations could be adversely affected.

We are currently working on projects that will expand several of our existing senior living communities over the next several years. We are also developing certain new senior living communities and new management system. These projects are in various stages of development and are subject to a number of factors over which we have little or no control. Such factors include the necessity of arranging separate leases, mortgage loans or other financings to provide the capital required to complete these projects; difficulties or delays in obtaining zoning, land use, building, occupancy, licensing, certificate of need and other required governmental permits and approvals; failure to complete construction of the projects on budget and on schedule; failure of third-party contractors and subcontractors to perform under their contracts; shortages of labor or materials that could delay projects or make them more expensive; adverse weather conditions that could delay completion of projects; increased costs resulting from general economic conditions or increases in the cost of materials; and increased costs as a result of changes in laws and regulations. We cannot assure you that we will elect to undertake or complete all of our proposed expansion and development projects, or that we will not experience delays in completing those projects. In addition, we may incur substantial costs prior to achieving stabilized occupancy for each such project and cannot assure you that these costs will not be greater than we have anticipated. We also cannot assure you that any of our expansion or development projects will be economically successful. Our failure to achieve our expansion and development plans could adversely impact our growth objectives, and our anticipated revenues and results of operations.

We may encounter difficulties in acquiring new facilities at attractive prices or integrating acquisitions with our operations, which may adversely affect our operations and financial condition.

We will continue to selectively target strategic acquisitions as opportunities arise. The process of integrating acquired new facilities into our existing operations may result in unforeseen operating difficulties, divert managerial attention or require significant financial resources. These acquisitions and other future acquisitions may require us to incur additional indebtedness and contingent liabilities, and may result in unforeseen expenses or compliance issues, which may limit our revenue growth, cash flows, and our ability to achieve profitability and pay dividends to our stockholders. Moreover, any future acquisitions may not generate any additional income for us or provide any benefit to our business. In addition, we cannot assure you that we will be able to locate and acquire new facilitates at attractive prices in locations that are compatible with our strategy or that competition for the acquisition of communities will not increase. Finally, when we are able to locate new facilities and enter into definitive agreements to acquire or lease them, we cannot assure you that the transactions will be completed. Failure to complete transactions after we have entered into definitive agreements may result in significant expenses to us.

We may need additional capital to fund our operations and finance our growth, and we may not be able to obtain it on terms acceptable to us, or at all, which may limit our ability to grow.

Continued expansion of our business through the expansion of our existing facility, the development of new facilities and the acquisition of existing senior living operating companies and facilities will require additional capital, particularly if we were to accelerate our expansion and acquisition plans. Financing may not be available to us or may be available to us only on terms that are not favorable. In addition, certain of our outstanding indebtedness and long-term leases restrict, among other things, our ability to incur additional debt. If we are unable to raise additional funds or obtain them on terms acceptable to us, we may have to delay or abandon some or all of our growth strategies. Further, if additional funds are raised through the issuance of additional equity securities, the percentage ownership of our stockholders would be diluted. Any newly issued equity securities may have rights, preferences or privileges senior to those of our common stock.

Increases in the cost and availability of labor, including increased competition for or a shortage of skilled personnel, would have an adverse effect on our profitability and/or our ability to conduct our business operations.

Our success depends on our ability to retain and attract skilled management personnel who are responsible for the day-to-day operations of our facility. Our facility has an Executive Director responsible for the overall day-to-day operations of the facility, including quality of care, social services and financial performance. Executive Director is supported by a facility staff member who is directly responsible for day-to-day care of the residents and either on-site staff or regional support to oversee the facility’s marketing and community outreach programs. Other key positions supporting our facility may include individuals responsible for food service, healthcare services, therapy services, activities, housekeeping and engineering. We compete with various health care service providers, including other senior living providers, in retaining and attracting qualified and skilled personnel. Increased competition for or a shortage of nurses, therapists or other trained personnel, or general inflationary pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. We may not be able to offset such added costs by increasing the rates we charge to our residents or our service

charges. Turnover rates and the magnitude of the shortage of nurses, therapists or other trained personnel varies substantially from market to market. Although reliable industry-wide data on key employee retention does not exist, we believe that our employee retention rates are consistent with those of other national senior housing operators. In addition, efforts by labor unions to unionize any of our personnel could divert management attention, lead to increases in our labor costs and/or reduce our flexibility with respect to certain workplace rules. If there is an increase in our staffing and labor costs, our profitability would be negatively affected. In addition, if we fail to attract and retain qualified and skilled personnel, our ability to conduct our business operations effectively, our ability to implement our growth strategy, and our overall operating results could be harmed.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Current Report, including in the documents incorporated by reference into this Current Report, includes some statements that are not purely historical and that are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding our and our management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the Share Exchange on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Current Report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the Share Exchange and related transactions. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties, along with others, are described above under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion should be read in conjunction with the other sections of this Current Report, including “Risk Factors,” “Description of the Company” and the Financial Statements attached hereto as Exhibits 99.1 and 99.2 and the related exhibits. The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Current Report. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results may differ materially.

Overview

Results of Operations for the Years ended December 31, 2014 and December 31, 2013

The following tables set forth key components of our results of operations for the periods indicated, and the differences between the two periods expressed in dollars and percentages.


	Year Ended December 31,		Increase/Decrease	Increase/Decrease
(in thousands of U.S. dollars)	2014 ($)	2013 ($)	($)	(%)
Revenue	512,964	486,087	26,877	5.24%
Cost of Revenue	368,042	362,081	5,961	1.62%
Gross profit	144,922	124,006	20,916	14.43%
Operating
Expenses:
Selling and Marketing	-	-
General and administrative	4,677	3,938	739	15.80%
Income from continuing operations	140,245	120,068	20,177	14.39%
Non-operating Income
(Expenses):
Interest income	-	-	-	-
Other income	-	-	-	-
Other expense	-	-	-	-
Interest Expense	-	-	-	-
Income before taxes	140,245	120,068	20,177	14.39%
Income Taxes	-	-	-	-
Net Income	140,245	120,068	20,177	14.39%

Revenue

Net Revenues . Net revenues increased by $26,877, or approximately 5.24%, to $512,964 in 2014 from $486,087 in 2013. This increase was attributable to the increased revenues:


	Year Ended December 31,
	2014	2013	Increase /	Increase /
	Revenues	Revenues	Decrease	Decrease
(in thousands of U.S. dollars)	($)	($)	($)	(%)
Revenue	512,964	486,087	26,877	5.24%
Total	512,964	486,087	26,877	5.24%

The revenues increased as a result of increase in management fees received. Because we improved the service quality , more and more residents get recognized with our service concept, therefore, we increased our income by increasing clients.

Cost of Revenues. Our cost of revenues increased $5,961, or approximately 1.62%, to $368,042 in 2014 from $362,081 in 2013.The main reason is the increasing of the service people, lead to more money has been put into service and the cost increased accordingly.

Gross Profit . Our gross profit increased $20,916, or 14.43%, to $144,922 in 2014 from $124,006 in 2013. Reasons for increase of gross profits ： 1. Due to the improvement of income.2. Our company enhanced the effectiveness of the management to make the cost lower than the growth of earnings.

Operating Expenses

Selling and Marketing Expenses . There were no selling and marking expenses incurred in 2014 and 2013.

General and Administrative Expenses. Our general and administrative expenses increased $739, or 15.80%, to $4,677 in 2014 from $3,938. The increase is mainly due to the increases in office expenses.

Income Before Taxation

Income before taxation increased $20,177, or 14.39%, to $140,245 in 2014 from $120,068 in 2013 as a result of the increase of cost of sales and operating expenses, for the reasons indicated above.

Income Taxes

There were no income tax expenses incurred in 2014 and 2013.

Net Income

Net income before taxation increased $20,177, or 14.39%, to $140,245 in 2014 from $120,068 in 2013 as a result of the increase of cost of sales and operating expenses, for the reasons indicated above.

Liquidity and Capital Resources General

At December 31, 2014 and 2013, cash and cash equivalents (including restricted cash) were $186,607 and $87,580, respectively.

Based upon our present plans, we believe that cash on hand, cash flows from operations and funds available under our bank facilities will be sufficient to fund our capital needs for the next twelve (12) months. However, if available liquidity is not sufficient to meet our operating and loan obligations as they come due, our plans include pursuing alternative financing arrangements or reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that we will be able to raise additional capital or reduce discretionary spending to provide liquidity, if needed. Currently, the capital markets for small capitalization companies are difficult. Accordingly, we cannot be sure of the availability or terms of any alternative financing arrangements.

The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.


Cash Flows Data:	For year ended December 31 ,
(in thousands of U.S. dollars)	2014	2013
Net cash flows provided by (used in) operating activities	101,723	49,241
Net cash flows provided by (used in) investing activities	-	-
Net cash flows provided by (used in) financing activities	-	-
Effect of foreign currency translation on cash and cash equivalents	(2,696)	16,422

Operating Activities

Net cash provided by operating activities for 2014 was $101,723 and net cash used in operating activities for 2013 was 49,241. The increase of approximately $52,482 in net cash flows provided by operating activities resulted primarily from the increase of accounts receivables by $49,613 in 2014, compared to an increase of $95,993 in 2013.

Investing Activities

There were no investing activities in 2014 and 2013.

Financing Activities

There were no financing activities in 2014 and 2013.

Results of Operations for the Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014

The following table summarizes the results of our operations during the six month periods ended June 30, 2015 and June 30, 2014, respectively and provides information regarding the dollar and percentage increase or (decrease) from the six month period ended June 30, 2015 compared to the six month period ended June 30, 2014.

(All amounts, other than percentages, stated in U.S. dollar)


	Six months ended June 30,		Increase/	Increase/
			(Decrease)	(Decrease)
(In Thousands of U.S. Dollars)	2015	2014	($)	(%)
Net revenues	261,759	258,078	3,681	1.41%
Cost of revenues	170,719	166,078	4,641	2.72%
Gross profit	91,040	92,000	(960)	(1.05%)
Operating expenses
Selling and marketing expenses	-	-	-	-
General and administrative expenses	6,987	2,121	4,866	69.63%
Operating Income	84,053	89,879	(5,826)	(6.93%)
Net income	84,053	89,879	(5,826)	(6.93%)

Revenue

Net revenues . Our net revenue for the six months ended June 30, 2015 amounted to $261,759, which represents an increase of approximately $3,681, or 1.41%, from the six month period ended on June 30, 2014, in which our net revenue was $258,078. Because we improved the service quality, more and more residents get recognized with our service concept, therefore, we increased our income by increasing clients.

Cost of Revenues. Our cost of revenue for the six months ended June 30, 2015 amounted to $170,719, which represents an increase of approximately $4,641, or 2.72%, from the six month period ended on June 30, 2014, in which our cost of revenue was $166,078. The main reason is the increasing of the service people, lead to more money has been put into service and the cost increased accordingly.

Gross Profit . Our gross profit for the six months ended June 30, 2015 amounted to $91,040, which represents a decrease of approximately $960, or 1.05%, from the six month period ended on June 30, 2014, in which our gross profit was $91,999. Reasons for increase of gross profits ： 1. Due to the improvement of income.2. Our company enhanced the effectiveness of the management to make the cost lower than the growth of earnings.

Operating Expenses

Selling Expenses. There were no selling expenses incurred in 2015 and 2014.

General and Administrative Expenses. We experienced an increase in general and administrative expense of $4,866 from $2,121 to$ 6,987 for the six months ended June 30, 2015, compared to the same period in 2014

Income Before Taxation

Income before taxation decreased $5,826, or 6.93%, to $84,053 in 2015 from $89,879 in 2014 as a result of the increase of cost of sales and operating expenses.

Income Taxes

There were no income tax expenses incurred in 2015 and 2014.

Net Income

Net income decreased $5,826, or 6.93%, to $84,053 in 2015 from $89,879 in 2014 as a result of the increase of cost of sales and operating expenses.

Liquidity and Capital Resources General

At June 30, 2015 and 2014, cash and cash equivalents were $95,341 and $177,875, respectively.

The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.


Cash Flows Data:	For the six months ended June 30 ,
(in thousands of U.S. dollars)	2015	2014
Net cash flows provided by (used in) operating activities	(92,050)	91,162
Net cash flows provided by (used in) investing activities	(376)	-
Net cash flows provided by (used in) financing activities	-	-
Effect of foreign currency translation on cash and cash equivalents	1,160	(867)

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2015 was $92,050 and net cash provided by operating activities for the six months ended June 30, 2014 was 91,162. The increase of approximately $183,212 in net cash flows used in operating activities resulted primarily from the increase of related party receivables by $175,174 in 2015, compared to an increase of $- in 2014.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2015 was $376. There were no investing activities in 2014. The increase of approximately $376 in net cash flows used in investing activities resulted primarily from purchase of intangible asset.

Financing Activities

There were no financing activities in 2015 and 2014.

Results of Operations for the Three Months Ended June 30, 2015 Compared to Three Months Ended June 30, 2014

The following table summarizes the results of our operations during the three month periods ended June 30, 2015 and June 30, 2014, respectively and provides information regarding the dollar and percentage increase or (decrease) from the three month period ended June 30, 2015 compared to the three month period ended June 30, 2014.

(All amounts, other than percentages, stated in U.S. dollar)


	Three months ended June 30,		Increase/	Increase/
			(Decrease )	(Decrease )
(In Thousands of U.S. Dollars)	2015	2014	($)	(%)
Net revenues	131,370	123,417	7,953	6.05%
Cost of revenues	89,941	92,373	(2,432)	(2.70%)
Gross profit	41,429	31,044	10,385	25.07%
Operating expenses
Selling and marketing expenses
General and administrative expenses	6,203	944	5,259	84.78%
Operating Income	35,226	30,100	5,166	14.67%


Net income		35,226			30,100			5,166			14.67%

Revenue

Net Revenues . Our net revenue for the three months ended June 30, 2015 amounted to $131,370, which represents an increase of $7,953, or 6.05%, from the three month period ended on June 30, 2014, in which our net revenue was $123,417. Because we improved the service quality , more and more residents get recognized with our service concept, therefore, we increased our income by increasing clients.

Cost of Revenues. During the three months ended June 30, 2015, we experienced a decrease in cost of revenue of $2,432, in comparison to the three months ended June 30, 2014, from approximately $92,373 to $89,941, reflecting a decrease of approximately 2.70%. The main reason is the increasing of the service people, lead to more money has been put into service and the cost increased accordingly.

Gross Profit . Our gross profit for the three months ended June 30, 2015 amounted to $41,429, which represents an increase of approximately $10,385, or 25.07%, from the three month period ended on June 30, 2014, in which our gross profit was $31,044. Reasons for increase of gross profits ： 1. Due to the improvement of income.2. Our company enhanced the effectiveness of the management to make the cost lower than the growth of earnings.

Operating Expenses

Selling and Marketing Expenses . There were no selling and marking expenses incurred in 2015 and 2014.

General and Administrative Expenses. We experienced an increase in general and administrative expense of $5,259 from approximately $944 to $6,203 for the three months ended June 30, 2015, compared to the same period in 2014.

Income Before Taxation

Income before taxation increased $5,166, or 14.67%, to $35,226 for the three months ended June 30, 2015 from $30,100 for the three months ended June 30, 2014 as a result of the increase in revenues and decrease in cost of revenues.

Income Taxes

There were no income tax expenses incurred in 2015 and 2014.

Net Income

Net income increased $5,166 to $35,226 for the three months ended June 30, 2015 from $30,100 for the same period of 2014. The increase was attributable to increased net revenue and decreased cost of revenue in the three months ended June 30, 2015 as compared to the three months ended June 30, 2014.

Off -Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Change in Control

Reference is made to Item 5.01 of this Current Report on Form 8-K for a description of the change in control of PUBCO as a result of the transactions disclosed herein which is hereby incorporated by reference.

MANAGEMENT

Jingcao Wu, Director, CEO, Secretary, age 44, Jingcao Wu, age graduated from Shaanxi Institute of Finance and Economics Finance major. She has years of experience in company management. At present, she served as president and CEO of Shaanxi Yifuge Investments and Assets Co, Ltd. In 1999, she worked in NanKai Gede Co.,ltd, Shaanxi Branch as president and general manger. In 2004, she established Xianyang poverty alleviation vocational and technical school. In 2008, she found Xian yang Yifuge senior living house, and in 2011 she found Shaanxi Yifuge Investments and Assets Co, Ltd.

Liping Cui, CFO, Treasurer , age 44 , acquired Bachelors Degree from Shaanxi University of Science and Technology and major in financial management. She obtained Certificate of intermediate accountant and has almost 20 years experience in accounting management, she is quite familiar with national accounting standards, accounting laws and tax regulations. From 2012 till now, she severed as CFO of Shaanxi Yifuge Investments and Assets Co, Ltd.

Shengli Liu, Chairman, President, Director, age 44, has over 15 years working experience in corporate management. Since 2007, Mr. Liu served as the chairman of Xi’an Edward Co., Ltd. From 1999 to 2006, he served as the chairman of Shaanxi Henglida Business Co. Ltd. In 1998 Mr. Liu served as the manager of Xi’an Railway Bureau Labor Service Co. Ltd. He acquired a Bachelors Degree in Economic Management from Shaanxi Provincial China’s Communist Party College in 1990

Family Relationships

There are no family relationships between or among any of the current and incoming directors or executive officers.

Involvement in Certain Legal Proceedings

To the knowledge of us, no executive officer or director has been involved in the last five years in any of the following:

Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

Being found by a court of competent jurisdiction (in a civil action), the SEC 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;

Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or 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, fraud, wire fraud or fraud in connection with any business entity; or

Being 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.

Board Meetings; Board Committees and Director Independence

The board of directors held no formal meetings during the most recently completed fiscal year. All proceedings of the board of directors were conducted by resolutions consented to in writing by the sole director and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the sole director entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the State of Nevada and our By-laws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

As of this date, PUBCO’s board of directors has not appointed a nominating committee, audit committee or compensation committee, or committees performing similar functions nor does it have a written nominating, compensation or audit committee charter. The board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by the board of directors. Further, PUBCO is not required to have an audit, compensation or nominating committee. Accordingly, PUBCO does not have an “audit committee financial expert” as such term is defined in the rules promulgated under the Securities Act and the Exchange Act. The functions ordinarily handled by these committees are currently handled by the entire board of directors. The board of directors intends, however, to review the governance structure and institute board committees as necessary and advisable in the future, to facilitate the management of PUBCO’s business.

We are presently evaluating whether either of the current or incoming director is considered “independent” as the term is used in Item 407(a) of Regulation S-K promulgated under the Securities Act. We are not currently subject to any law, rule or regulation, however, requiring that all or any portion of our board of directors include “independent” directors.

We do not have any defined policy or procedure requirements for stockholders to submit recommendations or nominations for directors. We believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment.

We intend to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by a U.S. national securities exchange. Therefore, we intend that a majority of our directors eventually will be independent directors and at least one of our new independent directors will qualify as an “audit committee financial expert.” Additionally, we will adopt charters relative to each such committee.

A stockholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chief Executive Officer at the address appearing on the face page of this Current Report. We do not have a policy regarding the attendance of board members at the annual meeting of stockholders.

Item 3.02 Unregistered Sales of Equity Securities.

As described under the Item 1.01 of this Current Report on Form 8-K, on September 29, 2015, Qi Ying entered into the VIE Agreements with Yifuge and Yifuge became our affiliated operating company in China. As consideration for the entry of the VIE agreement, we issued 33,600,000shares of common stock to Jingcao Wu, who is the control person and

owner of Yifuge. The issuance of these shares is pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of1933.

On September 29, 2015, we entered into agreement to convert the $484,000 outstanding convertible promissory notes and all of the accrued and unpaid interests into 2,720,000 shares of common stock to 8 note holders. The issuance of these shares is pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of1933.

Item 5.01Changes in Control of Registrant.

As described under the Item 1.01 of this Current Report on Form 8-K, on September 29, 2015, Qi Ying entered into the VIE Agreements with Yifuge and Yifuge became our affiliated operating company in China. As consideration for the entry of the VIE agreement, we issued 33,600,000shares of common stock to Jingcao Wu, who is the control person and owner of Yifuge. Upon the issuance of these shares, Jingcao Wu became the majority shareholder of the Company.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 29, 2015, Yueping Li resigned from all his positions including CEO and director, Shuncheng Ma resigned from all his positions including CFO and director and treasurer. Chunli Li resigned from Secretary position. Shengli Liu remains president, chairman and director. Jingcao Wu became CEO, secretary and director. Liping Cui became CFO and treasurer.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of the Business Acquired.

The audited consolidated financial statements of Phoenix International for the fiscal years ended December 31, 2014 and 2013 are filed in this Current Report as Exhibit 99.1.

The unaudited consolidated financial statements of Phoenix International for the six months ended June 30, 2015 and 2014 are filed in this Current Report as Exhibit 99.2.

(b) Pro Forma Financial Information.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report.


Exhibit No.		Description
10.1		Securities Issuance Agreement
10.2		Exclusive Business Corporation and Management Agreement
10.3		Exclusive Option Agreement
10.4		Equity Interest Pledge Agreement
10.5		Power of Attorneys
10.6		Promissory Note Conversion Agreement
99.1		Audited consolidated financial statements
99.2		Unaudited consolidated financial statements
99.3		Unaudited pro forma condensed consolidated financial statements

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

China Senior Living Industry International Holding Corporation

(Formerly known as “China Forestry Inc”)

By:

/s/ Jingcao Wu

Jingcao Wu

CEO

Date:

October 12, 2015

CHINA FORESTRY INC

SECURITIES ISSUANCE AGREEMENT

1. Issuance .

As the consideration for the entry of the exclusive business corporation and management agreement, exclusive option agreement, Equity Interest Pledge Agreement, and Power of Attorneys between Xi’An Qi Ying Bio-Tech Limited 西安企盈生物科技有限公司 and Shaanxi Yifuge Investments and Assets Co, Ltd 陕西颐福阁投资置业有限责任公司 ( “ VIE agreements ” ), China Senior Living Industry International Holding Corporation, (formerly known as “ China Forestry Inc. ” ),, a Nevada corporation (the "Company") agree to issue the following shares of common stock to the following individuals:

Total Number of Shares of Common Stock Issued:

33,600,000

To: Jingcao Wu

2. Company’s Representations and Warranties .

The Company represents and warrants to the undersigned as follows that the Company is a corporation duly organized and validly existing and in good standing under the laws of its state of incorporation. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Shares. This agreement is entered and shall be performed and governed under the laws of New York

3 Entire Agreement . This Agreement and the documents referenced herein contain the entire agreement of the parties.

INVESTOR:

By: /s/ Jingcao Wu

Name of Shareholder: Jingcao Wu

China Senior Living Industry International Holding Corporation

(formerly known as “China Forestry Inc.”)

By :/s/ Shengli Liu


Name:	Shengli Liu
Title:	President

Date: September 29, 2015

独家业务合作和管理协议

Exclusive Business Cooperation and Management Agreement

本独家业务合作和管理协议（下称 “ 本协议 ” ）由以下双方于 2015 年 9 月 29 日在中华人民共和国（下称 “ 中国 ” ）陕西省西安市签署：

This Exclusive Business Cooperation and Management Agreement ( “ this Agreement ” ) is made and entered into by and between the following Parties on September 29, 2015 in the city of Xi ’ an, Shaanxi Province, the People ’ s Republic of China ( “ China ” or “ PRC ” ):


甲方：	西安企盈生物科技有限公司
Party A:	Xi ’ an Qiying Biological Technology Co, Ltd ___
地址：	________
Address:	________

乙方：	陕西颐福阁投资置业有限责任公司
Party B:	Shaanxi Yifuge Investment and Property Co, Ltd.
地址：	________
Address:	________

甲方和乙方以下各称为 “ 一方 ” ，统称为 “ 双方 ” 。

Each of Party A and Party B shall be hereinafter referred to as a “ Party ” respectively, and as the “ Parties ” collectively.

鉴于：

Whereas,


1.	甲方是一家在中国注册的外商独资企业，拥有提供本协议项下服务的必要资源；

Party A is a wholly foreign-owned enterprise established in China, and has the necessary resources to provide the services set forth hereunder;


2.	乙方是一家在中国注册的有限责任公司，根据中国法律法规规定从事经营活动（ “ 业务 ” ）；

Party B is a limited liability company established in China, and is entitled to engage business operations permitted by Chinese laws ( “ Business ” );


3.	甲方同意在本协议期间向乙方提供业务的独家全面服务，乙方同意接受甲方或其指定方按本协议条款的规定提供服务。

Party A is willing to provide Party B with exclusive services in relation to the Business during the term of this Agreement, and Party B is willing to accept such services provided by Party A or Party A's designee(s), each on the terms set forth herein.

据此，甲方和乙方经协商一致，达成如下协议：

Now, therefore, through mutual discussion, the Parties have reached the following agreements:


1	服务提供

Services Provided by Party A


	1.1	按照本协议条款和条件并在中国现行法律允许的范围内，乙方在此委任甲方在本协议期间作为乙方的独家服务提供者向乙方提供全面的业务支持、运营管理和技术服务和咨询服务，具体内容包括所有在乙方营业范围内由甲方不时决定的服务，包括但不限于以下内容：技术服务、业务咨询、资产设备租赁和市场咨询。

Party B hereby appoints Party A as Party B ’ s exclusive services provider to provide Party B with complete business support, operational management and technical and consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement and to the extent permitted by the currently effective laws of China, which may include all services within the business scope of Party B as may be determined from time to time by Party A, such as but not limited to technical services, business consultations, equipment or property leasing and marketing consultancy.

1.2

甲方应全面独家地对乙方的经营活动负责，包括有权任免董事会和高管成员。乙方的董事会和股东会应当按照甲方的要求通过决议。甲方有权独家全面的管理和处置乙方的资产和现金流。甲方有权决定乙方资金的使用。甲方有权控制乙方的财务和日常运营，包括签署协议和支付费用开支等。

Party A shall be fully and exclusively responsible for the operation of Party B, which includes the right to appoint and terminate members of Board of Directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party A. Party A has the full and exclusive right to manage and control all cash flow and assets of Party A. Party A has the full and exclusive right to decide the use of the funds of Party B. Party A shall have the full and exclusive right to control and administrate the financial affairs and daily operation of Party B, such as entering into and performance of contracts, and payment of fees and expenses etc.


	1.2	乙方接受甲方的服务。乙方进一步同意，除非经甲方事先书面同意，在本协议期间，就本协议约定事宜，乙方不得接受任何第三方提供的任何类似服务和 / 或支持，不得与任何第三方建立任何类似合作。双方同意，甲方可以指定其他方（该被指定方可以与乙方签署本协议第 1.3 条描述的某些协议）为乙方提供本协议约定的服务和 / 或支持。

Party B agrees to accept all the services provided by Party A. Party B further agrees that unless with Party A's prior written consent, during the term of this Agreement, Party B shall not accept any similar consultations and/or services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the consultations and/or services under this Agreement.


	1.3	服务的提供方式

Service Providing Methodology


	1.3.1	甲、乙双方同意在本协议有效期内，乙方可以与甲方或甲方指定的其他方进一步签订技术服务协议和咨询服务协议，对各项技术服务、咨询服务的具体内容、方式、人员、收费等进行约定。

Party A and Party B agree that during the term of this Agreement, Party B may enter into further technical service agreements or consulting service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific technical services and consulting services.


	1.3.2	为更好地履行本协议，甲乙双方同意，乙方在本协议有效期内将与甲方或甲方指定的其他方根据业务进展需要随时签署设备、资产的租用协议，由甲方将有关的设备、资产提供给乙方使用。

To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, Party B may enter into equipment or property leases with Party A or any other party designated by Party A which shall permit Party B to use Party A's relevant equipment or property based on the needs of the business of Party B.


2	服务的价格和支付方式

The Calculation and Payment of the Service Fees


2.1	乙方每年应将其该年度经审计的全部净收入支付给甲方作为该年度服务费（ “ 年度服务费 ” ）。

Party B shall pay an annual service fee to Party A in the equivalent amount of Party B ’ s audited total amount of net income of such year (the “ Annual Service Fee ” ).

2.2

如果乙方的年度净收入为零，则乙方不需要支付年度服务费。如果乙方在任何财政年度产生亏损，则该亏损将从下一年的年度服务费中扣除。甲方应当承担乙方的所有经营风险和损失。如果乙方的资金不足以支付其债务，则甲方应当为乙方支付该债务。

If Party B ’ s annual net income is zero, Party B is not required to pay the Annual Service Fee; if Party B sustains losses in any fiscal year, all such losses will be carried over to next year and deducted from next year ’ s Annual Service Fee. Party A shall assume all operation risks of Party B and bear all losses of Party B. If Party B has no sufficient funds to repay its debts, Party A is responsible for paying off these debts on behalf of Party B.


3	知识产权和保密条款

Intellectual Property Rights and Confidentiality Clauses


	3.1	甲方对履行本协议而产生或创造的任何权利、所有权、权益和所有知识产权包括但不限于著作权、专利权、专利申请权、软件、技术秘密、商业机密及其他均享有独占的和排他的权利和利益。

Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others.


	3.2	双方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。双方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三方披露任何保密信息，惟下列信息除外： (a) 公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）； (b) 根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或 (c) 由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，惟本条款仍然生效。

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.


	3.3	双方同意，不论本协议是否变更、解除或终止，本条款将持续有效。

The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.


4	陈述和保证

Representations and Warranties


	4.1	甲方陈述和保证如下：

Party A hereby represents and warrants as follows:


	4.1.1	甲方是按照中国法律合法注册并有效存续的外商独资企业。

Party A is a domestic wholly foreign-owned enterprise legally registered and validly existing in accordance with the laws of China.


	4.1.2	甲方签署并履行本协议在其公司权力和营业范围中；已采取必要的公司行为和适当授权并取得第三方和政府部门的同意及批准；并不违反对其有约束力或影响的法律和其他的限制。

Party A ’ s execution and performance of this Agreement is within its corporate capacity and the scope of its business operations; Party A has taken necessary corporate actions and given appropriate authorization and has obtained the consent and approval from third parties and government agencies, and will not violate any restrictions in law or otherwise binding or having an impact on Party A.


	4.1.3	本协议构成对其合法、有效、有约束力并依本协议之条款对其强制执行的义务。

This Agreement constitutes Party A's legal, valid and binding obligations, enforceable in accordance with its terms.


	4.2	乙方陈述和保证如下：

Party B hereby represents and warrants as follows:


	4.2.1	乙方是按照中国法律合法注册且有效存续的有限责任公司。

Party B is a limited liability company legally registered and validly existing in accordance with the laws of China.


	4.2.2	乙方签署并履行本协议在其公司权力和营业范围中；已采取必要的公司行为和适当授权并取得第三方或政府的同意和批准；并不违反对其有约束力影响的法律和其他的限制。

Party B's execution and performance of this Agreement is within its corporate capacity and the scope of its business operations; Party B has taken necessary corporate actions and given appropriate authorization and has obtained the consent and approval from third parties and government agencies, and will not violate any restrictions in law or otherwise binding or having an impact on Party B.


	4.2.3	本协议构成对其合法、有效、有约束力并依本协议之条款对其强制执行的义务。

This Agreement constitutes Party B ’ s legal, valid and binding obligations, and shall be enforceable against it.

5 生效和有效期

Effectiveness and Term


	5.1	本协议于文首标明的协议日期签署并同时生效。除非依本协议或双方其他协议的约定而提前终止，本协议有效期为 10 年，但甲、乙双方自本协议签署后，有权每 3 个月对本协议的内容做一次审查，以决定是否需要根据当时的情况对本协议作出相应修改和补充。

This Agreement is executed on the date first above written and shall take effect as of such date. Unless earlier terminated in accordance with the provisions of this Agreement or relevant agreements separately executed between the Parties, the term of this Agreement shall be 10 years. After the execution of this Agreement, both Parties are entitled to review this Agreement every 3 months to determine whether to amend or supplement the provisions in this Agreement based on the actual circumstances at that time.


	5.2	协议期满前，经甲方书面确认，本协议可以延期。延期的期限由甲方决定，乙方必须无条件地同意该延期。

The term of this Agreement may be extended if confirmed in writing by Party A prior to the expiration thereof. The extended term shall be determined by Party A, and Party B shall accept such extended term unconditionally.


6	终止

Termination


	6.1	除非依据本协议续期，本协议于到期之日终止。

Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.


	6.2	本协议有效期内，除非甲方对乙方有重大过失或存在欺诈行为，乙方不得提前终止本协议。尽管如此，甲方可在任何时候通过提前 30 天向乙方发出书面通知的方式终止本协议。

During the term of this Agreement, unless Party A commits gross negligence, or a fraudulent act, against Party B, Party B shall not terminate this Agreement prior to its expiration date. Nevertheless, Party A shall have the right to terminate this Agreement upon giving 30 days' prior written notice to Party B at any time.


	6.3	在本协议终止之后，双方在第 3 、 7 和 8 条项下的权利和义务将继续有效。

The rights and obligations of the Parties under Articles 3, 7 and 8 shall survive the termination of this Agreement.


7	适用法律和争议解决

Governing Law and Resolution of Disputes


	7.1	本协议的订立、效力、解释、履行、修改和终止以及争议的解决适用中国的法律。

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.


	7.2	因解释和履行本协议而发生的任何争议，本协议双方应首先通过友好协商的方式加以解决。如果在一方向另一方发出要求协商解决的书面通知后 30 天之内争议仍然得不到解决，则任何一方均可将有关争议提交给太原仲裁委员会，由该会按照其届时有效的仲裁规则仲裁解决。仲裁应在太原进行，使用之语言为中文。仲裁裁决是终局性的，对双方均有约束力。

In the event of any dispute with respect to the construction and performance of the provisions of this Agreement, the Parties shall negotiate in good faith to resolve the dispute. In the event the Parties fail to reach an agreement on the resolution of such a dispute within 30 days after any Party's request for resolution of the dispute through negotiations, any Party may submit the relevant dispute to the Taiyuan Arbitration Commission for arbitration, in accordance with its then-effective arbitration rules. The arbitration shall be conducted in Taiyuan, and the language used during arbitration shall be Chinese. The arbitration ruling shall be final and binding on both Parties.


	7.3	因解释和履行本协议而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本协议双方仍应继续行使各自在本协议项下的其他权利并履行各自在本协议项下的其他义务。

Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.


8	补偿

Indemnification

就甲方根据本协议向乙方提供的咨询和服务内容所产生或引起的针对甲方的诉讼、请求或其他要求而招致的任何损失、损害、责任或费用都应由乙方补偿给甲方，以使甲方不受损害，除非该损失、损害、责任或费用是因甲方的重大过失或故意而产生的。

Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the consultations and services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A.


9	通知

Notices


	9.1	本协议项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:


	9.1.1	通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.


	9.1.2	通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).


10	协议的转让

Assignment


	10.1	乙方不得将其在本协议项下的权利与义务转让给第三方，除非事先征得甲方的书面同意。

Without Party A's prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.


	10.2	乙方在此同意，甲方可以在其需要时向其他第三方转让其在本协议项下的权利和义务，并在该等转让发生时甲方仅需向乙方发出书面通知，并且无需再就该等转让征得乙方的同意。

Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Party B but without the consent of Party B.


11	协议的分割性

Severability

如果本协议有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本协议其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。双方应通过诚意磋商，争取以法律许可以及双方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.


12	协议的修改、补充

Amendments and Supplements

双方可以书面协议方式对本协议做出修改和补充。经过双方签署的有关本协议的修改协议和补充协议是本协议组成部分，具有与本协议同等的法律效力。

Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.


13	语言和副本

Language and Counterparts

本协议以中文和英文书就，一式二份，甲乙双方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。

This Agreement is written in both Chinese and English language in two copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

[ 以下无正文 ]

[The Remainder of this page is intentionally left blank]

有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家业务合作协议并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as of the date first above written.


甲方：	西安企盈生物科技有限公司
Party A:	Xi ’ an Qiying Biological Technology Co, Ltd
签署（ Sign ）：	/s/ Xi ’ an Qiying Biological Technology Co, Ltd
姓名： Name: 职务： Title ：
乙方：	陕西颐福阁投资置业有限责任公司
Party B:	Shaanxi Yifuge Investment and Property Co, Ltd.
签署（ Sign ）：	/s/ Shaanxi Yifuge Investment and Property Co, Ltd.
姓名： Name: 职务： Title ：

独家购买权合同

Exclusive Option Agreement

本独家购买权合同 ( 下称 “ 本合同 ” ) 由下列各方于 2015 年 9 月 29 日在中华人民共和国（下称 “ 中国 ” ）陕西省西安市签订：

This Exclusive Option Agreement ( “ this Agreement ” ) has been executed by and among the following parties on September 29, 2015 in the city of Xi ’ an, Shaanxi Province, the People ’ s Republic of China (the " China "):


甲方：	西安企盈生物科技有限公司
Party A	Xi ’ an Qiying Biological Technology Co, Ltd


地址：	________
Address:	________

乙方 :

吴劲草 Wu Jincao and 尚中央 Shang Zhongyang


地址：	________
Address:	________

丙方：

陕西颐福阁投资置业有限责任公司

Party C:

Shaanxi Yifuge Investment and Property Co, Ltd

地址：

________

Address:

________

在本合同中，甲方、乙方和丙方以下各称 “ 一方 ” ，合称 “ 各方 ” 。

In this Agreement, each of Party A, Party B and Party C shall be referred to as a “ Party ” respectively, and they shall be collectively referred to as the “ Parties ” .

鉴于：

Whereas:


	1.	乙方系丙方股东并持有丙方 100% 股权；

Party B is a shareholder of Party C and holds all of the equity interest in Party C;


	2.	乙方同意通过本合同授予甲方一项独家购买权，甲方同意接受该独家购买权用以购买乙方在丙方所持有的全部或部分股权。

Party B agrees to grant Party A an exclusive right through this Contract, and Party A agrees to accept such exclusive right to purchase all or part equity interest held by Party B in Party C.

现各方协商一致，达成如下协议：

Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:


1.	股权买卖

Sale and Purchase of Equity Interest


	1.1	授予权利

Option Granted

鉴于甲方向乙方支付了人民币 10 元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本合同第 1.3 条所述的价格，随时一次或多次从乙方购买或指定一人或多人（ “ 被指定人 ” ）从乙方购买其现在和将来所持有的丙方的全部和 / 或部分股权（无论乙方出资额或持股比例将来是否发生变化）的一项不可撤销的专有权（ “ 股权购买权 ” ）。除甲方和被指定人外，任何第三人均不得享有乙方股权的购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的 “ 人 ” 指个人、公司、合营企业、合伙、企业、信托或任何其他经济组织。

In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “ Designee ”) to purchase the equity interests in Party C now or then held by Party B (regardless whether Party B’s capital contribution and/or percentage of shareholding is changed or not in the future) once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “ Equity Interest Purchase Option ”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or any other type of economic entity.


	1.2	行使步骤

Steps for Exercise of Equity Interest Purchase Option

甲方行使其股权购买权以符合中国法律和法规的规定为前提。甲方行使股权购买权时，应向乙方发出书面通知（ “ 股权购买通知 ” ），股权购买通知应载明以下事项： (a) 甲方关于行使股权购买权的决定； (b) 甲方拟从乙方购买的股权份额（ “ 被购买的股权 ” ）；和 (c) 被购买的股权的买入日期。

Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the “ Equity Interest Purchase Option Notice ”), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the “ Optioned Interests ”); and (c) the date for purchasing the Optioned Interests.


	1.3	股权买价

Equity Interest Purchase Price

除非甲方行权时中国法律要求评估外，被购买的股权的买价（ “ 股权买价 ” ）应是相当于乙方就被购买的股权所缴纳的丙方的实际注册资本出资额。

Unless an appraisal is required by the laws of China applicable to the Equity Interest Purchase Option when exercised by Party A, the purchase price of the Optioned Interests (the “ Equity Interest Purchase Price ” ) shall equal the actual capital contributions paid in the registered capital of Party C by Party B for the Optioned Interests.


	1.4	转让被购买股权

Transfer of Optioned Interests

甲方每次行使股权购买权时：

For each exercise of the Equity Interest Purchase Option:


	1.4.1	乙方应责成丙方及时做出股东决议，并应通过批准乙方向甲方和 / 或被指定人转让被购买的股权的决议；

Party B shall cause Party C to promptly convene a shareholder decision, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s);


	1.4.2	乙方应就其向甲方和 / 或被指定人转让被购买的股权取得丙方其他股东（如有的话）同意该转让并放弃优先购买权的书面声明。

Party B shall obtain written statements from the other shareholders of Party C (if any) giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.


	1.4.3	乙方应与甲方和 / 或（在适用的情况下）被指定人按照本合同及股权购买通知的规定，为每次转让签订股权转让合同；

Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;


	1.4.4	有关方应签署所有其他所需合同、协议或文件，取得全部所需的政府批准和同意，并采取所有所需行动，在不附带任何担保权益的情况下，将被购买的股权的有效所有权转移给甲方和 / 或被指定人并使甲方和 / 或被指定人成为被购买的股权的登记在册所有人。为本款及本合同的目的， “ 担保权益 ” 包括担保、抵押、第三方权利或权益，任何购股权、收购权、优先购买权、抵销权、所有权扣留或其他担保安排等；但为了明确起见，不包括在本合同、乙方股权质押合同项下产生的任何担保权益。本款及本合同所规定的 “ 乙方股权质押合同 ” 指甲方、乙方和丙方于本合同签署之日签订的股权质押合同，根据股权质押合同，乙方为担保丙方能履行丙方与甲方签订的独家业务合作协议项下的义务，而向甲方质押其在丙方的全部乙方股权。

The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B’s Equity Interest Pledge Agreement. “Party B’s Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date of this Agreement, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.


2.	承诺

Covenants


	2.1	有关丙方的承诺

Covenants regarding Party C

乙方（作为丙方的股东）和丙方在此承诺：

Party B (as a shareholder of Party C) and Party C hereby covenant as follows:


	2.1.1	未经甲方的事先书面同意，不以任何形式补充、更改或修改丙方公司章程文件，增加或减少其注册资本，或以其他方式改变其注册资本结构；

Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners;


	2.1.2	按照良好的财务和商业标准及惯例，保持其公司的存续，审慎地及有效地经营其业务和处理事务；

They shall maintain Party C's corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;


	2.1.3	未经甲方的事先书面同意，不在本合同签署之日起的任何时间出售、转让、抵押或以其他方式处置丙方的任何资产、业务或收入的合法或受益权益，或允许在其上设置任何其他担保权益；

Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;


	2.1.4	未经甲方的事先书面同意，不发生、继承、保证或容许存在任何债务，但 (i) 正常或日常业务过程中产生而不是通过借款方式产生的债务；和 (ii) 已向甲方披露和得到甲方书面同意的债务除外；

Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;


	2.1.5	一直在正常业务过程中经营所有业务，以保持丙方的资产价值，不进行任何足以影响其经营状况和资产价值的作为 / 不作为；

They shall always operate all of Party C ’ s businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C's operating status and asset value;


	2.1.6	未经甲方的事先书面同意，不得让丙方签订任何重大合同，但在正常业务过程中签订的合同除外（就本段而言，如果一份合同的价值超过人民币 10 万元，即被视为重大合同）；

Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB 100,000 shall be deemed a major contract);


	2.1.7	未经甲方的事先书面同意，丙方不得向任何人提供贷款或信贷；

Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit;


	2.1.8	应甲方要求，向其提供所有关于丙方的营运和财务状况的资料；

They shall provide Party A with information on Party C's business operations and financial condition at Party A's request;


	2.1.9	如甲方提出要求，丙方应从甲方接受的保险公司处购买和持有有关其资产和业务的保险，该保险的金额和险种应与经营类似业务的公司一致；

If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses;


	2.1.10	未经甲方的事先书面同意，丙方不得与任何人合并或联合，或对任何人进行收购或投资；

Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person;


	2.1.11	将发生的或可能发生的与丙方资产、业务或收入有关的诉讼、仲裁或行政程序立即通知甲方；

They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business or revenue;


	2.1.12	为保持丙方对其全部资产的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；

To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;


	2.1.13	未经甲方事先书面同意，不得以任何形式派发股息予股东，但一经甲方要求，丙方应立即将其所有可分配利润全部立即分配给其股东；及

Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholder, provided that upon Party A ’ s written request, Party C shall immediately distribute all distributable profits to its shareholder; and


	2.1.14	根据甲方的要求，委任由其指定的任何人士出任丙方的董事和 / 或执行董事。

At the request of Party A, they shall appoint any persons designated by Party A as the director and/or executive director of Party C.


	2.2	乙方和丙方的承诺

Covenants of Party B and Party C

乙方承诺：

Party B hereby covenants as follows:


	2.2.1	未经甲方的事先书面同意，不出售、转让、抵押或以其他方式处置其拥有的丙方的股权的合法或受益权益，或允许在其上设置任何其他担保权益，但根据乙方股权质押合同在该股权上设置的质押则除外；

Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Equity Interest Pledge Agreement;


	2.2.2	促使丙方股东和 / 或董事会和 / 或执行董事不批准在未经甲方的事先书面同意的情况下，出售、转让、抵押或以其他方式处置任何乙方持有之丙方的股权的合法权益或受益权，或允许在其上设置任何其他担保权益，但批准根据乙方股权质押合同在乙方股权上设置的质押则除外；

Party B shall cause the shareholder and/or the board of directors and/or executive director of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Equity Interest Pledge Agreement;


	2.2.3	未经甲方的事先书面同意的情况下，对于丙方与任何人合并或联合，或对任何人进行收购或投资，乙方将促成丙方股东和 / 或董事会和 / 或执行董事不予批准；

Party B shall cause the shareholder or the board of directors and/or executive director of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;


	2.2.4	将发生的或可能发生的任何关于其所拥有的股权的诉讼、仲裁或行政程序立即通知甲方；

Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;


	2.2.5	促使丙方股东和 / 或董事会和 / 或执行董事表决赞成本合同规定的被购买的股权的转让并应甲方之要求采取其他任何行动；

Party B shall cause the shareholder or the board of directors and/or executive director of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;


	2.2.6	为保持其对股权的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；

To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;


	2.2.7	应甲方的要求，委任由其指定的任何人士出任丙方的董事和 / 或执行董事；

Party B shall appoint any designee of Party A as the director and/or executive director of Party C, at the request of Party A;


	2.2.8	经甲方随时要求，应向其指定的代表在任何时间无条件地根据本合同的股权购买权立即转让其股权，并放弃其对另一现有股东进行上述股权转让所享有的优先购买权（如有的话）；和

At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal (if any) to the share transfer by the other existing shareholder of Party C (if any); and


	2.2.9	严格遵守本合同及乙方、丙方与甲方共同或分别签订的其他合同的各项规定，切实履行该等合同项下的各项义务，并不进行任何足以影响该等合同的有效性和可执行性的作为 / 不作为。如果乙方对于本合同项下或乙方股权质押合同下或对甲方的授权委托书中的股权，还留存有任何权利，除非甲方书面指示，否则乙方仍不得行使该权利。

Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under Party B's Equity Interest Pledge Agreement or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except in accordance with the written instructions of Party A.


3.	陈述和保证

Representations and Warranties

乙方和丙方特此在本合同签署之日和每一个转让日向甲方共同及分别陈述和保证如下：

Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:


	3.1	其具有签订和交付本合同和其为一方的、根据本合同为每一次转让被购买的股权而签订的任何股权转让合同（各称为 “ 转让合同 ” ），并履行其在本合同和任何转让合同项下的义务的权力和能力。乙方和丙方同意在甲方行使购买权时，他们将签署与本合同条款一致的转让合同。本合同以及乙方和丙方是一方的各转让合同一旦签署后，构成或将对乙方和丙方构成合法、有效及具有约束力的义务并可按照其条款对乙方和 / 或丙方强制执行；

They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are a party concerning the Optioned Interests to be transferred thereunder (each, a “ Transfer Contracts ”), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which Party

B and Party C are a party constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;


	3.2	无论是本合同或任何转让合同的签署和交付还是其在本合同或任何转让合同项下的义务的履行均不会： (i) 与丙方章程或其他组织文件相抵触； (ii) 导致违反其是一方或对其有约束力的任何合同或文件，或构成其是一方或对其有约束力的任何合同或文件项下的违约； (iii) 导致违反有关向任何一方颁发的任何许可或批准的授予和（或）继续有效的任何条件；或 (iv) 导致向任何一方颁发的任何许可或批准中止或被撤销或附加条件；

The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (ii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iii) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (iv) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;


	3.3	乙方对其在丙方拥有的股权拥有良好和可出售的所有权，除乙方股权质押合同外，乙方在上述股权上没有设置任何担保权益；

Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Equity Interest Pledge Agreement, Party B has not placed any security interest on such equity interests;


	3.4	丙方对所有资产拥有良好和可出售的所有权，丙方在上述资产上没有设置任何担保权益；

Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;


	3.5	丙方没有任何未偿还债务，除 (i) 在其正常的业务过程中发生的债务，及 (ii) 已向甲方披露及经甲方书面同意债务除外；

Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;


	3.6	丙方遵守适用于资产的收购的所有法律和法规；和

Party C has complied with all laws and regulations of China applicable to asset acquisitions; and


	3.7	目前没有悬而未决的或构成威胁的与股权、丙方资产有关的或与丙方有关的诉讼、仲裁或行政程序。

There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.


4.	生效日

Effective Date


		本合同于各方签署本合同之日生效，有效期 10 年，经甲方选择可再延长 10 年。
		This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed for an additional 10 years at Party A's election.


5.	适用法律与争议解决

Governing Law and Resolution of Disputes


	5.1	适用法律

Governing law

本合同的订立、效力、解释、履行、修改和终止以及争议解决均适用中国正式公布并可公开得到的法律。对中国正式公布并可公开得到的法律没有规定的事项，将适用国际法律原则和惯例。

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and publicly available laws of China shall be governed by international legal principles and practices.


	5.2	争议的解决方法

Methods of Resolution of Disputes

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后 30 天之内争议仍然得不到解决，则任何一方均可将有关争议提交给太原仲裁委员会，由该会按照其届时有效的仲裁规则仲裁解决。仲裁应在太原进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the Taiyuan Arbitration Commission for arbitration, in accordance with its then effective arbitration rules. The arbitration shall be conducted in Taiyuan, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.


6.	税款、费用

Taxes and Fees

每一方应承担根据中国法律因准备和签署本合同和各转让合同以及完成本合同和各转让合同拟定的交易而由该方发生的或对其征收的任何和全部的转让和注册的税、花费和费用。

Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.


7.	通知

Notices


	7.1	本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：


	7.1.1	通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。


	7.1.2	通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).


	7.3	任何一方可按本条规定随时给其他方发出通知来改变其接收通知的地址。

Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.


8.	保密责任

Confidentiality


		各方承认及确定彼此就有关本合同而交换的任何口头或书面资料均属机密资料。各方应当对所有该等资料予以保密，而在未得其他方书面同意前，不得向任何第三者披露任何有关资料，惟下列情况除外： (a) 公众人士知悉或将会知悉该等资料（并非由接受资料之一方擅自向公众披露）； (b) 适用法律法规或股票交易的规则或规例所需披露之资料；或 (c) 由任何一方就本合同所述交易而需向其法律或财务顾问披露之资料而该法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本合同承担违约责任。无论本合同以任何理由终止，本条款仍然生效。


		The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of other Parties, it shall not disclose any relevant information to any third parties, except in the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by the receiving party); (b) information disclosed as required by applicable laws or rules or regulations of any stock exchange; or (c) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder, and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this section. Disclosure of any confidential information by the staff members or agency hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.


9.	进一步保证

Further Warranties

各方同意迅速签署为执行本合同的各项规定和目的而合理需要的或对其有利的文件，以及为执行本合同的各项规定和目的而采取合理需要的或对其有利的进一步行动。

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.


10.	其他

Miscellaneous


	10.1	修订、修改与补充

Amendment, change and supplement

对本合同作出修订、修改与补充，必须经每一方签署书面协议。

Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.


	10.2	完整合同

Entire agreement

除了在本合同签署后所作出的书面修订、补充或修改以外，本合同构成本合同各方就本合同标的物所达成的完整合同，取代在此之前就本合同标的物所达成的所有口头或书面的协商、陈述和合同。 Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.


	10.3	标题

Headings

本合同的标题仅为方便阅读而设，不应被用来解释、说明或在其他方面影响本合同各项规定的含义。

The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.


	10.4	语言

Language

本合同以中文和英文书就，一式三份，甲乙丙三方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。

This Agreement is written in both Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.


	10.5	可分割性

Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大

限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.


	10.6	继任者

Successors

本合同对各方各自的继任者和各方所允许的受让方应具有约束力并对其有利。

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.


	10.7	继续有效

Survival


	10.7.1	合同期满或提前终止前因本合同而发生的或到期的任何义务在本合同期满或提前终止后继续有效。

Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.


	10.7.2	本合同第 5 、 7 、 8 条和本第 10.7 条的规定在本合同终止后继续有效。

The provisions of Sections 5, 7, 8 and this Section 10.7 shall survive the termination of this Agreement.


	10.8	弃权

Waivers

任何一方可以对本合同的条款和条件作出弃权，但必须经书面作出并经各方签字。一方在某种情况下就其他方的违约所作的弃权不应被视为该方在其他情况下就类似的违约已经对其他方作出弃权。

Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.

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有鉴于此，各方已自行或使得其各自授权代表于文首所载日期签署本独家购买权合同。

IN WITNESS WHEREOF, the Parties have executed, or caused their respective duly authorized representatives to execute, this Exclusive Option Agreement as of the date first above written.


甲方：	西安企盈生物科技有限公司
Party A	/s/ Xi ’ an Qiying Biological Technology Co, Ltd


签署 Sign:

乙方：

/s/ 吴劲草 Wu Jincao and /s/ 尚中央 Shang Zhongyang

Party B:

签署 Sign:

丙方：

陕西颐福阁投资置业有限责任公司

Party C:

/s/ Shaanxi Yifuge Investment and Property Co, Ltd

签署 Sign:

股权质押协议

Equity Interest Pledge Agreement

本股权质押协议（下称 “ 本协议 ” ）由下列各方于 2015 年 9 月 29 日在中华人民共和国（下称 “ 中国 ” ）陕西省西安市签订：

This Equity Interest Pledge Agreement (" this Agreement ") has been executed by and among the following parties on September 29, 2015 in the city of Xian Yang, Shaanxi Province, the People ’ s Republic of China (the " China "):


甲方 ( “ 质权人 ” ) ：	西安企盈生物科技有限公司
Party A ( “ Pledgee ” ) :	Xi ’ an Qiying Biological Technology Co, Ltd


地址：	________
Address:	________

乙方： （ “ 出质人 ” ），

吴劲草 Wu Jincao and 尚中央 Shang Zhongyang

Party B: (" Pledgor "),

________

丙方：

陕西颐福阁投资置业有限责任公司

Party C:

Shaanxi Yifuge Investment and Property Co, Ltd

地址：

________

Address:

________

在本协议中，质权人、出质人和丙方以下各称 “ 一方 ” ，合称 “ 各方 ” 。

In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：

Whereas:


1 ．	出质人是中国公民或者法人，其拥有丙方 100% 股权。丙方是一家在中国注册成立的有限责任公司。丙方有意在此确认出质人和质权人在本协议下的权利和义务并提供必要的协助向有关政府部门登记该质权；

Pledgor is a citizen or a legal entity of China, and holds all of the equity interest in Party C. Party C is a limited liability company registered in China. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge with the competent governmental authorities;


2 ．	质权人是一家在中国注册的外商独资企业。质权人与出质人拥有全部股权的丙方已于本协议日签订了一份《独家业务合作和管理协议》；

Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C wholly owned by Pledgor have executed an Exclusive Business Cooperation and Management Agreement on the date of this Agreement;


3 ．	为了保证丙方履行独家业务合作协议项下的义务，按照约定向质权人支付咨询和服务费等到期款项，出质人以其现在和将来在丙方中拥有的全部股权（无论将来股权比例是否发生变化）向质权人就业务合作协议项下丙方的付款义务做出质押担保。

To ensure that Party C fully performs its obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees thereunder to the Pledgee when the same becomes due, Pledgor hereby pledges to the Pledgee all of the equity interest he now and in the future holds in Party C (whether the percentage of the equity interest is changed or not in the future) as security for payment of the consulting and service fees by Party C under the Business Cooperation Agreement.

为了履行业务合作协议的条款，各方商定按照以下条款签订本协议。

To perform the provisions of the Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.


1.	定义

Definitions


		除非本协议另有规定，下列词语含义为：

Unless otherwise provided herein, the terms below shall have the following meanings:


	1.1	质权：指出质人根据本协议给予质权人的担保物权，即指质权人所享有的，以出质人质押给质权人的股权折价或拍卖、变卖该股权的价款优先受偿的权利。

Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.


	1.2	股权：指出质人现在和将来合法持有的其在丙方的全部股权权益（无论将来股权比例是否发生变化）。

Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter acquired by Pledgor in Party C (whether the percentage of the equity interest is changed or not in the future).


	1.3	业务合作协议：指丙方与质权人于本协议日签订的《独家业务合作和管理协议》（附件 3 ）。

Business Cooperation Agreement: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on the date of this Agreement (the Attachment 3 ).


2.	质权

The Pledge

作为丙方按时和全额支付业务合作协议项下质权人应得的任何或全部的款项，包括但不限于业务合作协议中规定的咨询和服务费的担保（无论该等费用的到期应付是由于到期日的到来、提前收款的要求或其它原因），出质人特此将其现有或今后拥有的丙方的全部股权权益质押给质权人。

As collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor's right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.


3.	出质人的声明和保证

Representations and Warranties of Pledgor


	3.1	出质人是股权唯一的合法所有人。

Pledgor is the sole legal and beneficial owner of the Equity Interest.


	3.2	质权人有权以本协议规定的方式处分并转让股权。

Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.


	3.3	本合同一经签署即构成对出质人合法有效并具约束力的义务。

Upon execution, this Agreement shall constitute the Pledgor ’ s legal, valid and binding obligations in accordance with the provisions herein.


	3.4	除本质权之外，出质人未在股权上设置任何其他质押权利或其他担保权益。

Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.


	3.5	不存在与股权相关的未决的争议或诉讼。

There is no pending disputation or litigation proceeding related to the Equity Interest.


4.	出质人的承诺和确认

Covenants and Further Agreements of Pledgor


	5.1	在本协议存续期间，出质人向质权人承诺，出质人将：

Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:


	4.1.1	除履行由出质人与质权人、丙方于本协议签署日签订的《独家购买权合同》外，未经质权人事先书面同意，不得转让股权，不得在股权上设立或允许存在任何担保或其他债务负担或以任何其他方式处置股权；

not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, or disposal of the Equity Interest in any other means, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor, the Pledgee and Party C on the execution date of this Agreement;


	4.1.2	将任何可能导致对出质人股权或其任何部分的权利产生影响的事件或收到的通知，以及可能改变出质人在本协议中的任何保证、义务或对出质人履行其在本协议中义务可能产生影响的任何事件或收到的通知及时通知质权人。

promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee's rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.


	4.2	出质人同意，质权人按本协议条款取得的对质权享有的权利，不应受到出质人或出质人的继承人或出质人之委托人或任何其他人通过法律程序的中断或妨害。

Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.


5.	违约事件

Event of Breach


	5.1	下列事项均被视为违约事件：

The following circumstances shall be deemed Event of Default:


	5.1.1	丙方未能按期、完整履行任何业务合作协议项下责任，包括但不限于丙方未能按期足额支付业务合作协议项下的应付的咨询服务费等费用或有违反该协议其他义务的行为；

Party C fails to fully and timely fulfill any liabilities under the Business Cooperation Agreement, including without limitation failure to pay in full any of the consulting and service fees payable under the Business Cooperation Agreement or breaches any other obligations of Party C thereunder;


	5.1.2	出质人或丙方实质违反本协议的任何条款；

Pledgor or Party C has committed a material breach of any provisions of this Agreement;


6.	质权的行使

Exercise of Pledge


	6.1	在业务合作协议所述的咨询服务费等费用未全部偿还前，未经质权人书面同意，出质人不得转让本质权和其拥有的丙方股权。

Prior to the full payment of the consulting and service fees described in the Business Cooperation Agreement, without the Pledgee's written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.


	6.2	在质权人行使其质押权利时，质权人可以向出质人发出书面违约通知。

Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.


	6.3	质权人决定行使处分质权的权利时，出质人即不再拥有任何与股权有关的权利和利益。

Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.


	6.4	在违约时，根据中国有关法律的规定，质权人有权按照法定程序处置质押股权。仅在中国法律允许的范围内，对于处置的所得，质权人无需给付出质人；出质人特此放弃其可能有的能向质权人要求任何质押股权处置所得的权利；同样，出质人对质权人在该股权处置后的亏空也不承担任何义务。

In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in accordance with applicable PRC laws. Only to the extent permitted under applicable PRC laws, Pledgee has no obligation to account to Pledgor for proceeds of disposition of the Equity Interest, and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee; Likewise, in such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.


7.	转让

Assignment


	7.1	除非经质权人事先同意，出质人无权赠予或转让其在本协议项下的权利义务。

Without Pledgee's prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.


	7.2	本协议对出质人及其继任人和经许可的受让人均有约束力，并且对质权人及每一继任人和受让人有效。

This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns.


8.	终止

Termination

在业务合作协议项下的咨询服务费等费用偿还完毕，并且丙方不再承担业务合作协议项下的任何义务之后，本协议终止，并且在尽早合理可行的时间内，质权人应取消或解除本协议。

Upon the full payment of the consulting and service fees under the Business Cooperation Agreement and upon termination of Party C's obligations under the Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.


9.	适用法律和争议的解决

Governing Law and Resolution of Disputes


	9.1	本协议的订立、效力、解释、履行、修改和终止以及争议的解决均适用中国法律。

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.


	9.2	因解释和履行本协议而发生的任何争议，本协议各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后 30 天之内争议仍然得不到解决，则任何一方均可将有关争议提交给太原仲裁委员，由该会按照其规则仲裁解决。仲裁应在太原进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the Taiyuan Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Taiyuan, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.


	9.3	因解释和履行本协议而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本协议各方仍应继续行使各自在本协议项下的其他权利并履行各自在本协议项下的其他义务。


10.	通知

Notices


	10.1	本协议项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:


	10.2	通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。


	10.3	通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).


11.	分割性

Severability

如果本协议有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本协议其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望 &# 30340; 最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.


12.	附件

Attachments

本协议所列附件，为本协议不可分割的组成部分。

The attachments set forth herein shall be an integral part of this Agreement.


13.	生效

Effectiveness


	13.1	本协议的任何修改、补充或变更，均须采用书面形式，经各方签字或盖章并按规定办理政府登记（如需）后生效。

Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.


	13.2	本协议以中文和英文书就，一式三份，质权人、出质人和丙方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。

This Agreement is written in Chinese and English in three copies. Pledgor, Pledgee and Party C shall hold one copy respectively. Each copy of this Agreement shall have equal validity. In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押协议并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written.


甲方 ( “ 质权人 ” ) ：	西安企盈生物科技有限公司
Party A ( “ Pledgee ” ) :	/s/ Xi ’ an Qiying Biological Technology Co, Ltd


签署 Sign:

乙方： （ “ 出质人 ” ），

/s/ 吴劲草 Wu Jincao and /s/ 尚中央 Shang Zhongyang

Party B: (" Pledgor "),

签署 Sign:

丙方：

陕西颐福阁投资置业有限责任公司

Party C:

/s/ Shaanxi Yifuge Investment and Property Co, Ltd

签署 Sign:

授权委托书

Power of Attorney

本人，吴劲草，中国公民 , 系拥有陕西颐福阁投资置业有限责任公司（ “ 乙方 ” ） 50% 出资（ “ 本人股权 ” ）的股东，就本人股权，授予西安企盈生物科技有限公司（ “ 甲方 ” ）在本授权委托书的有效期内行使如下权利：

I, Jingcao Wu, a Chinese citizen and a holder of 50% of the entire registered capital and equity ownership in Shaanxi Yifuge Investment and Property Co, Ltd. (" Party B ") (" My Shareholding "), hereby irrevocably authorize Xi ’ an Qiying Biological Technology Co, Ltd (" Party A ") to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

授权甲方作为本人唯一的排他的代理人就有关本人股权的事宜全权代表本人行使包括但不限于如下的权利： 1 ）参与乙方的股东决议； 2 ）行使按照法律和乙方章程规定本人所享有的全部股东权利和股东表决权，包括但不限于出售或转让或质押或处置本人股权的全部或任何一部分；以及 3 ）作为本人的授权代表指定和任命乙方的法定代表人、执行董事和 / 或董事、监事、总经理以及其他高级管理人员等。

Party A is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholder’s resolution of Party B; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and Party B's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative, the executive director and/or director, supervisor, the chief executive officer and other senior management members of Party B.

甲方将有权在授权范围内代表本人签署独家购买权合同（本人应要求作为合同方）中约定的转让合同，如期履行本人作为合同一方的与本授权委托书同日签署的股权质押合同和独家购买权合同，该权利的行使将不对本授权形成任何限制。

Without limiting the generality of the powers granted hereunder, Party A shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

甲方就本人股权的一切行为均视为本人的行为，签署的一切文件均视为本人签署，本人会予以承认。

All the actions associated with My Shareholding conducted by Party A shall be deemed as my own actions, and all the documents related to My Shareholding executed by Party A shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by the Party A.

甲方有转委托权，可以就上述事项的办理自行再委托其他人或单位而不必事先通知本人或获得本人的同意。

Party A is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent.

在本人为乙方的股东期间，本授权委托书不可撤销并持续有效，自授权委托书签署之日起算。

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of Party B.

本授权委托书期间，本人特此放弃已经通过本授权委托书授权给甲方的与本人股权有关的所有权利，不再自行行使任何该等权利。

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to Party A through this Power of Attorney, and shall not exercise such rights by myself.

本授权委托书以中文和英文书就，中英文版本如有冲突，应以中文版为准。

This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.




	签署：
	By:	/s/ Jingcao Wu

	2015 年 9 月 29 日

授权委托书

Power of Attorney

本人，尚中央，中国公民 , 系拥有陕西颐福阁投资置业有限责任公司（ “ 乙方 ” ） 50% 出资（ “ 本人股权 ” ）的股东，就本人股权，授予西安企盈生物科技有限公司（ “ 甲方 ” ）在本授权委托书的有效期内行使如下权利：

I, Zhongyang Shang, a Chinese citizen and a holder of 50% of the entire registered capital and equity ownership in Shaanxi Yifuge Investment and Property Co, Ltd. (" Party B ") (" My Shareholding "), hereby irrevocably authorize Xi’an Qiying Biological Technology Co, Ltd (" Party A ") to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

Party A is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholder ’ s resolution of Party B; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and Party B's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative, the executive director and/or director, supervisor, the chief executive officer and other senior management members of Party B.

甲方就本人股权的一切行为均视为本人的行为，签署的一切文件均视为本人签署，本人会予以承认。

甲方有转委托权，可以就上述事项的办理自行再委托其他人或单位而不必事先通知本人或获得本人的同意。

在本人为乙方的股东期间，本授权委托书不可撤销并持续有效，自授权委托书签署之日起算。

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of Party B.

本授权委托书期间，本人特此放弃已经通过本授权委托书授权给甲方的与本人股权有关的所有权利，不再自行行使任何该等权利。

本授权委托书以中文和英文书就，中英文版本如有冲突，应以中文版为准。

This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.




	签署：
	By:	/s/ Zhongyang Shang

	2015 年 9 月 29 日

PROMISSORY NOTES CONVERSION AGREEMENT

This Promissory Conversion Agreement (the “Agreement”) is made as of September 29, 2015 by and between China Senior Living Industry International Holding Corporation, formerly known as China Forestry Inc, a Nevada corporation (the “Company”), and the note holders whose information is set forth in the Schedule A attached hereto, (the “Note Holders”).

RECITALS

Note Holders hold convertible promissory notes in the total amount set forth in the Schedule A attached hereto (“Notes”) which was originally assigned by Bin Li

Such Notes may be converted into common shares of Company.

Note Holders desire to convert all of the Notes into common shares of Company.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, do agree as follows:

Section 1. Conversion of Notes

1.1

Subject to the terms and conditions hereof, the Note Holders hereby convert the principal amount of the Notes into shares of common stock of Company pursuant to the Schedule A attached hereto, converted at the price of $ 0.1779 per share. The Note Holders hereby waives any notice obligation in connection with the partial prepayment of the Note contemplated by this Agreement . The Note Holders also hereby waives all unpaid interest of the Notes.

1.2

The Company shall deliver a certificate or certificates issued in the names of the Note Holders, in such denominations as requested by the Note Holders. Such certificate(s) may bear a legend indicating that the issuance thereof has not been registered under the Securities Act of 1933 and applicable state securities laws.

1.3

Each of the representations and warranties of the Company and of the Note Holders set forth in Sections 2 and 3 hereof, respectively shall be true and complete in all material respects.

Section 2. Representations and Warranties of the Company .

The Company hereby represents and warrants to Note Holders that:

2.1 Organization, Good Standing and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

2.2 Authorization; No Conflicts; Valid Agreement . All corporate actions on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and thereunder and the authorization, issuance and delivery of the shares to the Note Holders pursuant to the terms hereof have been taken and the delivery and performance of this Agreement does not (a) conflict with the Articles of Incorporation, by-laws or any other organic documents of the Company (b) does not constitute an event of default under or otherwise breach any material agreement by which the Company is bound and (c) does not materially violate or contravene any law, rule, regulation, order, writ or injunction applicable to the Company. This Agreement constitutes the valid and legally binding obligation of the Company and is enforceable against the Company in accordance with the terms hereof, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or any other laws of general application affecting enforcement of creditors rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

2.3 Disclosure of Information . All reports (each an “SEC Report” and collectively, the “SEC Reports”) filed by the Company with the Securities and Exchange Commission (the “SEC”), as of the filing date of such SEC Reports, (a) complied in all material respects with the requirements of the rules and regulations promulgated by the SEC with respect to the SEC Reports and (b) did not contain any untrue statement of a material fact or omit a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which such statements were made.

Section 3. Representations and Warranties of the Note Holders .

Note Holders hereby represents and warrants to the Company that:

3.1 Organization, Good Standing . Note Holders, if an organization, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

3.2 Authorization; Valid Agreement . The Note Holders has full power and authority to enter into this Agreement. All corporate or other actions on the part of the Note Holders, and if applicable, its officers, directors, shareholders and/or partners necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of Note Holders hereunder have been taken. This Agreement constitutes the valid and legally binding obligation of the Note Holders and is enforceable against the Note Holders in accordance with the terms hereof, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or any other laws of general application affecting enforcement of creditors rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.3 Acquiring Shares Entirely for Own Account . Note Holders hereby represents that the shares of Series D Preferred Stock to be issued to Note Holders hereunder will be acquired for investment for Note Holders' own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Note Holders has no present intention of selling the same. By executing this Agreement, Note Holders further represents that Note Holders does not presently have any contract, undertaking, agreement or arrangement with any person to sell to any of the shares to be issued hereunder.

3.4 Accredited Investor . Note Holders are accredited investors as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters to be capable of evaluating the risks and merits of the shares.

3.5 Disclosure of Information . The Note Holders have (i) had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the issuance of the shares hereunder with the Company’s management; (ii) have reviewed the SEC Reports available on the SEC's Electronic Data Gathering Analysis, and Retrieval system and conducted such other investigations of the Company as it determined to be necessary, (iii) acknowledge that an investment in the Company involves a number of significant risks, including those normally associated with companies that are in the early stages of their business and that have not operated profitably, (iv) relied exclusively on the foregoing investigation and on the representations and warranties contained in this Agreement in making its investment decision and (v) has not been offered shares by any form of advertisement, notice, article or other solicitation, whether broadcast over television, radio, seminar or Internet.

Section 4. Miscellaneous.

4.1

Further Actions . The Company and Note Holders agree that in case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the parties hereto will take such further action (including without limitation, the execution and delivery of such further instruments and documents) as any other party hereto may reasonably request.

4.2

Transfer; Successors and Assigns . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

4.3

Governing Law . This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

4.4

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

4.5

Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

4.6

Amendments . The terms of this Agreement may be amended or waived only with the written consent of the Company and the Note Holders.

4.7

Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly cancelled.

IN WITNESS WHEREOF, the parties have executed this Promissory Note Conversion Agreement as of the date first written above.


	China Senior Living Industry International Holding Corporation, formerly known as China Forestry Inc

	/s/ Jingcaowu
	Jingcao Wu, Chief Executive Officer


	*Note Holders Sign in the attached Schedule A*

Schedule A

Conversion Price: $ 0.1779 per share

China Senior Living Industry International Holding Corporation

Unaudited Pro Forma Condensed Consolidated Financial Information

June 30, 2015

(Stated in U.S. Dollars)

China Senior Living Industry International Holding Corporation

Unaudited Pro Forma Condensed Consolidated Statement of Income and Comprehensive Income

For the six months ended June 30, 2015

(Stated in U.S. Dollars)



		As reported					Pro Forma		Pro Forma
		CHFY		YFG	AJE No.		Adjustments		Consolidated
Net Sales	$	361,856	$	261,759	1	$	(361,856)	$	261,759
Cost of sales		(274,943)		(170,719)	1		274,943		(170,719)
Gross profit		86,913		91,040			(86,913)		91,040

Selling expenses		46,406		-	1		(46,406)		-
General and administrative expenses		172,070		6,987	1		(147,070)		31,987
Total operating expenses		218,476		6,987			(193,476)		31,987

Gain/(Loss) from operations		(131,563)		84,053			106,563		59,053

Other income/(expenses)
Interest expense		(161,274)		-	1		141,438		(19,836)
Other loss		(1,204)		-	1		1,204		-
Other income		63,124		-	1		(63,124)		-
Total other expenses		(99,354)		-			79,518		(19,836)

Gain/(Loss) before taxes		(230,917)		84,053	1		186,081		39,217
Income taxes		-		-			-		-
Net Income/(loss)	$	(230,917)	$	84,053		$	186,081	$	39,217

Other comprehensive income/(loss)
Foreign currency translation gain/(loss)		(583)		6,458	1		583		6,458
Comprehensive income/(loss)	$	(231,500)	$	90,511		$	186,664	$	45,675

Basic Earnings Per Share									0.00
Diluted Earnings Per Share									0.00

Weighted Average Shares Outstanding - Basic									53,280,007
Weighted Average Shares Outstanding - Diluted									56,000,007

See Notes to Pro Forma Condensed Consolidated Financial Information

China Senior Living Industry International Holding Corporation

Unaudited Pro Forma Condensed Consolidated Statement of Income and Comprehensive Income

For the year ended December 31, 2014

(Stated in U.S. Dollars)


		As reported					Pro Forma		Pro Forma
		CHFY		YFG	AJE No.		Adjustments		Consolidated
Net Sales	$	518,114	$	512,964	1	$	(518,114)	$	512,964
Cost of sales		(408,405)		(368,042)	1		408,405		(368,042)
Gross profit		109,709		144,922			(109,709)		144,922

Selling expenses		86,366		-	1		(86,366)		-
General and administrative expenses		343,741		4,677	1		(272,741)		75,677
Total operating expenses		430,107		4,677			(359,107)		75,677

Gain/(Loss) from operations		(320,398)		140,245			249,398		69,245

Other income/(expenses)
Interest expense		(301,097)		-	1		223,124		(77,973)
Other loss		(1,094)		-	1		1,094		-
Other income		203,240		-	1		(203,240)		-
Total other expenses		(98,951)		-			20,978		(77,973)

Loss before taxes		(419,349)		140,245	1		270,376		(8,728)
Income taxes		-		-			-		-
Net loss	$	(419,349)	$	140,245		$	270,376	$	(8,728)

Other comprehensive loss
Foreign currency translation loss		(5,031)		(2,696)	1		5,031		(2,696)
Comprehensive loss	$	(424,380)	$	137,549		$	275,407	$	(11,424)

Basic Loss Per Share									(0.00)
Diluted Loss Per Share									(0.00)

Weighted Average Shares Outstanding - Basic									49,200,007
Weighted Average Shares Outstanding - Diluted									51,920,007

See Notes to Pro Forma Condensed Consolidated Financial Information

China Senior Living Industry International Holding Corporation

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of June 30, 2015

(Stated in U.S. Dollars)


		As reported					Pro Forma		Pro Forma
		CHFY		YFG	AJE No.		Adjustments		Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	47,158	$	95,341	1	$	(46,622)	$	95,877
Accounts receivable, net		153,255			1		(153,255)		-
Other receivables		112,736			1		(112,736)		-
Inventories		2,276,181			1		(2,276,181)		-
Prepayment		42,531			1		(42,531)		-
Due from related parties		34,725		780,257	1		(34,725)		780,257
Total current assets		2,666,586		875,598			(2,666,050)		876,134

Non-current assets
Property, plant and equipment		92,777			1		(92,777)		-
Intangible asset		9,089		378	1		(9,089)		378
Total non-current assets		101,866		378			(101,866)		378

TOTAL ASSETS	$	2,768,452	$	875,976		$	(2,767,916)	$	876,512

LIABILITIES AND EQUITY

Current liabilities
Short term loans	$	1,102,202	$		1	$	(1,102,202)	$	-
Accounts payable		5,862			1		(5,862)		-
Other payables		615,246		21,690	1		(614,798)		22,138
Due to related parties		301,649		6,047	1		(99,471)		208,225
Accrued expenses		229,031		7,883	1		(180,709)		56,205
Interest payable		413,625			1		(221,077)		192,548
Advance from customers		103,026			1		(103,026)		-
Long-term loans due within one year		80,699			1		(80,699)		-
Convertible promissory notes – in default		400,000					-		400,000
Total current liabilities		3,251,340		35,620			(2,407,844)		879,116

Contingent obligations		538,204			1		(538,204)		-
Total liabilities	$	3,789,544	$	35,620		$	(2,946,048)	$	879,116

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS ’ DEFICIENCY
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding	$	-	$	-		$	-	$	-
Common stock, $0.001 par value; 200,000,000 shares authorized, 53,280,007 shares issued and outstanding		19,680		-	1,2		33,600		53,280
Registered capital		-		476,107	1,2		(476,107)		-
Statutory reserve		-		26,000			-		26,000
Additional paid-in capital		2,349,924			1,2		442,507		2,792,431
Accumulated deficit		(3,610,505)		318,065	1		375,989		(2,916,451)
Accumulated other comprehensive income		219,809		20,184	1		(197,857)		42,136
Total stockholders ’ deficiency		(1,021,092)		840,356			178,132		(2,604)

TOTAL LIABILITIES AND
STOCKHOLDERS ’ DEFICIENCY	$	2,768,452	$	875,976		$	(2,767,916)	$	876,512

See Notes to Pro Forma Condensed Consolidated Financial Information

China Senior Living Industry International Holding Corporation

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

As of June 30, 2015

(Stated in U.S. Dollars)

ORGANIZATION AND BUSINESS COMBINATION

Corporate History

China Senior Living Industry International Holding Corporation (the “ Company ” ), formerly known as China Forestry, Inc., was incorporated under the laws of the State of Nevada on January 13, 1986 under the name of Patriot Investment Corporation. The Company engaged in the business of plantation and sale of garden plants.

On July 15, 2010, we entered into a Share Exchange with Financial International (Hong Kong) Holdings Co. Limited ( “ FIHK ” ).

From April 1, 2010 to May 20, 2011, FIHK had a series of contractual arrangements with Hanzhong Hengtai Bio-Tech Limited ( “ Hengtai ” ), a company organized and existing under the laws of the People ’ s Republic of China that is engaged in the plantation and sale of garden plants used for landscaping, including Chinese Yew, Aesculus, Dove Tree and Dendrobium.

On May 20, 2011, FIHK exercised its rights under the Exclusive Option Agreement to direct Xi ’ an Qi Ying Bio-Tech Limited, a company organized and existing under the laws of the People ’ s Republic of China ( “ Xi ’ an Qi Ying ” ), the indirect wholly owned subsidiary of FIHK, to acquire all of the equity capital of Hengtai. The Exclusive Option Agreement was exercised in a manner that the shareholders of Hengtai transferred all of their equity capital in Hengtai to Xi ’ an Qi Ying. At or about the same time, Spone Limited, a company organized and existing under the laws of the Hong Kong SAR of the People ’ s Republic of China ( “ Spone ” ), acquired all of the capital stock of Xi ’ an Qi Ying, so that it became a direct wholly owned subsidiary of Spone. FIHK then acquired all of the capital stock of Spone, so that it became a direct wholly owned subsidiary of FIHK. As a result, Hengtai became an indirect wholly owned subsidiary of FIHK and also accordingly became the indirect wholly owned subsidiary of us.

On September 8, 2015, the Company changed its name from China Forestry, Inc. to China Senor Living Industry International Holding Corporation.

On September 29, 2015, Qi Ying entered into the VIE Agreements with Shaanxi Yifuge Investments and Assets Co, Ltd ( “ YFG ” ) and YFG became our affiliated operating company in China. As consideration for the entry of the VIE agreement, we issued 33,600,000 shares of common stock to Jingcao Wu.

On September 29, 2015, our Board of Director also approved the transfer of Qi Ying ’ s equity ownership in Hengtai to Zhenheng Shao, Zhenzhong Shao, and Yongli Yang.

As a result, we ceased the business of plantation and sale of garden plants and became engaged in senior living and senior care business through YFG.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ( “ US GAAP ” ). The condensed consolidated financial statements were prepared on a pro forma basis whereby it was assumed that the Company has controlled YFG and disposed Hengtai from the first period presented. The transactions detailed above have been accounted for as reverse takeover transactions and a recapitalization of the Company; accordingly, the Company (the legal acquirer) is considered the accounting acquiree and YFG (the legal acquiree) is considered the accounting acquirer. No goodwill has been recorded. As a result of this transaction, the Company is deemed to be a continuation of the business of YFG.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2015 combines our historical consolidated balance sheet with the historical balance sheet of YFG and has been prepared as if our acquisition of YFG and disposal of Hengtai had occurred on June 30, 2015. The unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2015 and for the year ended December 31, 2014 combine our historical consolidated statements of income with YFG's historical statements of operations and have been prepared as if the acquisition had occurred on January 1, 2014. The Company believes that the results of operations and the financial position of the Company and its subsidiaries approximates those results of operations and financial position of the Company at September 29, 2015. The historical financial information is adjusted in the unaudited pro forma condensed consolidated financial information to give effect to pro forma events that are (1) directly attributable to the proposed acquisition and disposal, (2) factually supportable, and (3) with respect to the condensed consolidated statements of income, expected to have a continuing impact on the consolidated results.

The pro forma adjustments described below were developed based on management ’ s assumptions and estimates, including assumptions relating to the consideration paid/received and the allocation thereof to the assets acquired/disposed and liabilities assumed/released from YFG and Hengtai based on preliminary estimates of fair value. The final purchase consideration and the allocation of the purchase consideration will differ from that reflected in the unaudited pro forma condensed consolidated financial information after final valuation procedures are performed and amounts are finalized following the completion of the acquisition.

The unaudited pro forma condensed consolidated financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position of the combined company would have been had the acquisition occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or financial position.

The unaudited pro forma condensed consolidated financial information does not reflect any integration activities or cost savings from operating efficiencies, synergies, asset dispositions or other restructurings that could result from the acquisition.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO OUR STOCKHOLDERS

Management believes that the share issuances under the share exchange agreement between the Company and the shareholders of FDHG should be recognized as a non-taxable event under the U.S. Internal Revenue Code; accordingly, the Company has not withheld any taxes on behalf its shareholders. Shareholders of the Company should consult with their own tax-preparers to determine their own individual tax liabilities.

ADJUSTING JOURNAL ENTRIES TO PRO FORMA FINANCIAL STATEMENTS

The following adjusting journal entry records the disposal of Hengtai and record the gain on disposal:


AJE	Accounts		Debit		Credit
1	Cash and cash equivalents			$	46,622
1	Accounts receivable, net			$	153,255
1	Other receivables			$	112,736
1	Inventories			$	2,276,181
1	Prepayment			$	42,531
1	Due from related parties			$	34,725
1	Property, plant and equipment			$	92,777
1	Intangible Asset			$	9,089
1	Short term loans	$	1,102,202
1	Accounts payable	$	5,862
1	Other payables	$	614,798
1	Due to related parties	$	99,471
1	Accrued expenses	$	180,709
1	Interest payable	$	221,077
1	Advance from customers	$	103,026
1	Long-term loans due within one year	$	80,699
1	Contingent obligations	$	538,204
1	Accumulated other comprehensive income	$	197,857
1	Gain on disposal			$	375,989

The following adjusting journal entry records the issuance of common stock in relation to the acquisition of YFG and the recapitalization resulted from change in control of the Company:


AJE	Accounts		Debit		Credit
2	Registered capital	$	476,107
2	Common Stock			$	33,600
2	Additional paid-in capital			$	442,507

Shaanxi Yifuge Investments and Assets Co, Ltd.

Reviewed Financial Statements

June 30, 2015 and December 31, 2014

(Stated in U.S. Dollars)


Content	Page

Report of Independent Registered Public Accounting Firm	1

Condensed Balance Sheets	2

Condensed Statements of Income and Comprehensive Income	3

Condensed Statements of Cash Flows	4

Notes to Condensed Financial Statements	5 - 11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Owners of Shaanxi Yifuge Investments and Assets Co, Ltd.

We have reviewed the condensed balance sheet of Shaanxi Yifuge Investments and Assets Co, Ltd. as of June 30, 2015, and the related condensed statements of income and comprehensive income for the three-month and six-month periods ended June 30, 2015 and 2014, and condensed statements of cash flows for the six-month periods then ended. These financial statements are the responsibility of the company ’ s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the balance sheet of Shaanxi Yifuge Investments and Assets Co, Ltd. as of December 31, 2014, and the related statements of income, comprehensive income, owners ’ equity, and cash flows for the year then ended (not presented herein); and in our report dated July 24, 2015, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 2014 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.


San Mateo, California	WWC, P.C.
August 27, 2015	Certified Public Accountants

[EX992UNAUDITEDFINANCIALST003.JPG]


Shaanxi Yifuge Investments and Assets Co, Ltd. Condensed Balance Sheets As of June 30, 2015 and December 31, 2014 (Stated in U.S. Dollars)
ASSETS		6/30/2015		12/31/2014
		(Unaudited)
Current assets
Cash and cash equivalents	$	95,341	$	186,607
Related party receivable		780,257		599,495
Total current assets		875,598		786,102
Non-current asset
Intangible asset		378		-
TOTAL ASSETS	$	875,976	$	786,102

LIABILITIES AND OWNERS ’ EQUITY

Current liabilities
Wages payable	$	21,690	$	21,615
Related party advances		6,047		8,386
Accrued liabilities		7,883		6,256
TOTAL LIABILITIES	$	35,620	$	36,257

COMMITMENTS AND CONTINGENCIES

Owners ’ equity
Registered capital	$	476,107	$	476,107
Statutory reserve		26,000		26,000
Accumulated other comprehensive income		20,184		13,726
Retained earnings		318,065		234,012
Total Owners ’ equity	$	840,356	$	749,845

TOTAL LIABILITIES AND
OWNERS ’ EQUITY	$	875,976	$	786,102

See Accompanying Notes to the Financial Statements and Accountant ’ s Report

Shaanxi Yifuge Investments and Assets Co, Ltd.

Condensed Statements of Income and Comprehensive Income

For the three-month and six-month periods ended June 30, 2015 and 2014

(Stated in U.S. Dollars)

See Accompanying Notes to the Financial Statements and Accountant ’ s Report

Shaanxi Yifuge Investments and Assets Co, Ltd.

Notes to Condensed Financial Statements

As of and for the six-month period ended June 30, 2015

(Stated in U.S. Dollars)

1. ORGANIZATION, BASIS OF PRESENTATION, AND PRINCIPAL ACTIVITIES

(a)

Organization history of Shaanxi Yifuge Investments and Assets Co, Ltd.

Shaanxi Yifuge Investments and Assets Co, Ltd. (the “ Company ” ) is a limited corporation incorporated in China on November 11, 2011.

(b)

Basis of presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ( “ US GAAP ” ).

(c)

Principal activities

The Company is engaged in rendering management services to senior homes by providing healthcare, medical staff, meal preparation, and general care for the elderly in Xianyang City, Shaanxi Province, People ’ s Republic of China.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Method of Accounting

The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements, which are compiled on the accrual basis of accounting.

(b)

Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates.

(c)

Cash and cash equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

(d)

Revenue recognition

The Company records revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

The Company's revenue consists of management services rendered to senior homes. Service revenue is recognized when the service is performed.

(e)

Cost of revenue

The cost for providing management services is comprised of direct labor wages and purchasing cost of food for preparing meals for the seniors.

(f)

Income taxes

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

The Company has implemented ASC Topic 740, “ Accounting for Income Taxes. ” Income tax liabilities computed according to the People ’ s Republic of China (PRC) tax laws are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of fixed assets and intangible assets for financial and tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will be either taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes. A valuation allowance is created to evaluate deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize that tax benefit, or that future realization is uncertain.

Effective January 1, 2008, PRC government implemented a new 25% tax rate across the board for all enterprises regardless of whether domestic or foreign enterprise without any tax holiday which is defined as "two-year exemption followed by three-year half exemption" hitherto enjoyed by tax payers. As a result of the new tax law of a standard 25% tax rate, tax holidays terminated as of December 31, 2007. However, PRC government has established a set of transition rules to allow enterprises that were already participating in tax holidays before January 1, 2008, to continue enjoying the tax holidays until they had been fully utilized.

In order to encourage enterprises to operate senior homes, PRC tax law provides a tax holiday by waiving the income tax for entities operating in this industry. According to the Minfa (2015) No. 33 “ Advice to Encourage Private Capital to Participate in the Development of Pension Services ” , jointly issued by ten ministries which include the Ministry of Civil Affairs and the Ministry of Finance of the People ’ s Republic of China, the Company is entitled to benefit from the sales tax exemption and business tax exemption policy. As such, the Company is not subject to income tax as of June 30, 2015.

(g)

Statutory reserves

Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. The Company transferred $- and $14,024 from retained earnings to statutory reserves for the three months period ended June 30, 2015 and the year ended December 31, 2014, respectively. PRC laws prescribe that an enterprise operating at a profit, must appropriate, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise ’ s PRC registered capital.

(h)

Foreign currency translation

The accompanying financial statements are presented in United States dollars. The functional currency of the Company is the Renminbi (RMB). The financial statements are translated into United States dollars from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US Dollars at the rates used in translation.

(i)

Financial Instruments

The Company ’ s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “ Fair Value Measurements and Disclosures, ” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “ Financial Instruments, ” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices 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 asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “ Distinguishing Liabilities from Equity, ” and ASC 815.

As of June 30, 2015 and December 31, 2014, the Company did not identify any assets and liabilities whose carrying amounts were required to be adjusted in order to present them at fair value.


At December 31, 2014:	Quoted in	Significant
	Active Markets	Other	Significant
	for Identical	Observable	Unobservable
	Assets	Inputs	Inputs
	(Level 1)	(Level 2)	(Level 3)	Total
Financial assets:
Cash	$ 186,607	$ -	$ -	$ 186,607
Total financial assets	$ 186,607	$ -	$ -	$ 186,607
At June 30, 2015:	Quoted in	Significant
	Active Markets	Other	Significant
	for Identical	Observable	Unobservable
	Assets	Inputs	Inputs
	(Level 1)	(Level 2)	(Level 3)	Total
Financial assets:
Cash	$ 95,341	$ -	$ -	$ 95,341
Total financial assets	$ 95,341	$ -	$ -	$ 95,341

(a)

Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

(b)

Comprehensive income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company ’ s current component of other comprehensive income includes the foreign currency translation adjustment and unrealized gain or loss.

The Company uses FASB ASC Topic 220, “ Reporting Comprehensive Income ” . Comprehensive income is comprised of net income and all changes to the statements of stockholders ’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders. Comprehensive income for the periods ended June 30, 2015 and December 31, 2014 included net income and foreign currency translation adjustments.

(c)

Subsequent Events

The Company evaluated for subsequent events through the issuance date of the Company ’ s financial statements.

(d)

Unaudited Interim Financial Information

These unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2015.

The balance sheets and certain comparative information as of December 31, 2014 are derived from the audited financial statements and related notes for the year ended December 31, 2014 ( “ 2014 Annual Financial Statements. These unaudited interim financial statements should be read in conjunction with the 2014 Annual Financial Statements.

(e)

Recent accounting pronouncements

In January 2015, The FASB issued ASU No. 2015-01, “ Income Statement — Extraordinary and Unusual Items (Subtopic 225-20) ” .This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement — Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 contains the following criteria that must both be met for extraordinary classification:

1.)

Unusual nature. The underlying event or transaction should possess a high degree of abnormality and be of a type clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the entity, taking into account the environment in which the entity operates.

2.)

Infrequency of occurrence. The underlying event or transaction should be of a type that would not reasonably be expected to recur in the foreseeable future, taking into account the environment in which the entity operates.

If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item.

The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities.

The Company has adopted ASU No. 2015-01 prospectively and has applied it to the presentation of the financial statements.

As of June 30, 2015, there are no other recently issued accounting standards not yet adopted that would or could have a material effect on the Company ’ s financial statements.

3. RELATED PARTY RECEIVABLES

Related party receivables consisted of the following as of June 30, 2015 and December 31, 2014:


		6/30/2015		12/31/2014
Wu, Jing Meng	$	780,257	$	599,495

Related party receivable represented advances made by the Company to Mr. Wu, the deputy general manager of the Company. The funds will be used by Mr. Wu to pay for construction of a second senior home in Xianyang City, Shaanxi Province. The Company will provide management services to this new senior home after the construction is completed. The receivable had no impact on earnings. The balance of related party receivables is unsecured, interest-free and has no fixed terms of repayment. It is neither past due nor impaired. Management believes the amounts are recoverable.

RELATED PARTY ADVANCES

Related party advances consisted of the following as of June 30, 2015 and December 31, 2014:


		6/30/2015		12/31/2014
Xianyang Yifuge Senior Home	$	6,047	$	8,386

Related party advances represented advances received in connection with services that have not yet been rendered to Xianyang Yifuge Senior Home but are expected to be in the future. Xianyang Yifuge Senior Home is controlled by the management of the Company.

LEASE COMMITMENTS

On January 4, 2013, the Company entered into an operating lease agreement with a related party leasing for office space located in Xianyang City, Shaanxi Province. The lease expires on January 4, 2018. As of June 30, 2015 and December 31, 2014, the Company had commitments for future minimum lease payments under a non-cancelable operating lease as follows:


Period		6/30/2015		12/31/2014
2014	$	1,577	$	3,128
2015		3,153		3,128
2016		3,153		3,128
2017		3,153		3,128
Total	$	11,036	$	12,512

6. CONCENTRATIONS AND RISKS

Concentration

As of June 30, 2015, the Company had one client which represented 100% of the revenue. The client is a related party. The related party is controlled by the management of the Company.

Economic and Political Risks

The Company ’ s operations are mainly conducted in the PRC. Accordingly, the Company ’ s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC.

The Company ’ s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company ’ s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Shaanxi Yifuge Investments and Assets Co, Ltd.

Audited Financial Statements

December 31, 2014 and 2013

(Stated in U.S. Dollars)


Content	Page

Report of Independent Registered Public Accounting Firm	1

Balance Sheets	2

Statements of Income and Comprehensive Income	3

Statements of Owners ’ Equity	4

Statements of Cash Flows	5

Notes to Financial Statements	6 - 12

[EX991AUDITEDFINANCIALSTAT002.GIF]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Owners of Shaanxi Yifuge Investments and Assets Co, Ltd.

We have audited the accompanying balance sheets of Shaanxi Yifuge Investments and Assets Co, Ltd. as of December 31, 2014 and 2013, and the related statements of income, comprehensive income, stockholders ’ equity, and cash flows for the years ended December 31, 2014 and 2013. Shaanxi Yifuge Investments and Assets Co, Ltd. ’ s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

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 financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its 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 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 financial statements referred to above present fairly, in all material respects, the financial position of Shaanxi Yifuge Investments and Assets Co, Ltd. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.


San Mateo, California	WWC, P.C.
July 24, 2015	Certified Public Accountants

[EX991AUDITEDFINANCIALSTAT003.JPG]


Shaanxi Yifuge Investments and Assets Co, Ltd. Audited Balance Sheets As of December 31, 2014 and 2013 (Stated in U.S. Dollars)

ASSETS	12/31/2014	12/31/2013

Current assets
Cash and cash equivalents	186,607	87,580
Related party receivable	599,495	549,882
TOTAL ASSETS	786,102	637,462

LIABILITIES AND OWNERS ’ EQUITY

Current liabilities
Wages payable	21,615	21,605
Related party advances	8,386	419
Accrued liabilities	6,256	3,142
TOTAL LIABILITIES	36,257	25,166

COMMITMENTS AND CONTINGENCIES

Owners ’ equity
Registered capital	476,107	476,107
Statutory reserve	26,000	11,976
Accumulated other comprehensive income	13,726	16,422
Retained earnings	234,012	107,791
Total Owners ’ equity	749,845	612,296

TOTAL LIABILITIES AND
OWNERS ’ EQUITY	786,102	637,462

See Accompanying Notes to the Financial Statements and Accountant ’ s Report

Shaanxi Yifuge Investments and Assets Co, Ltd.

Audited Statements of Owners ’ Equity

For the years ended December 31, 2014 and 2013

(Stated in U.S. Dollars)

See Accompanying Notes to the Financial Statements and Accountant ’ s Report

Shaanxi Yifuge Investments and Assets Co, Ltd.

Notes to Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in U.S. Dollars)

1. ORGANIZATION, BASIS OF PRESENTATION, AND PRINCIPAL ACTIVITIES

(a)

Organization history of Shaanxi Yifuge Investments and Assets Co, Ltd.

Shaanxi Yifuge Investments and Assets Co, Ltd. (the “ Company ” ) is a limited corporation incorporated in China on November 11, 2011.

(b)

Basis of presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ( “ US GAAP ” ).

(c)

Principal activities

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Method of Accounting

(b)

Use of estimates

(c)

Cash and cash equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

(d)

Revenue recognition

The Company's revenue consists of management services rendered to senior homes. Service revenue is recognized when the service is performed.

(e)

Cost of revenue

The cost for providing management services is comprised of direct labor wages and purchasing cost of food for preparing meals for the seniors.

(f)

Income taxes

(g)

Statutory reserves

expand production or operations. The Company transferred $14,024 and $11,976 from retained earnings to statutory reserves for the years ended December 31, 2014 and 2013. PRC laws prescribe that an enterprise operating at a profit, must appropriate, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise ’ s PRC registered capital.

(h)

Foreign currency translation


	12/31/2014	12/31/2013
Year end RMB: US$ exchange rate	6.1385	6.1104
Annual average RMB: US$ exchange rate	6.1432	6.1905

(i)

Financial Instruments

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “ Distinguishing Liabilities from Equity, ” and ASC 815.

As of December 31, 2014 and 2013, the Company did not identify any assets and liabilities whose carrying amounts were required to be adjusted in order to present them at fair value.

(a)

Commitments and contingencies

(b)

Comprehensive income

The Company uses FASB ASC Topic 220, “ Reporting Comprehensive Income ” . Comprehensive income is comprised of net income and all changes to the statements of stockholders ’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders. Comprehensive income for the periods ended December 31, 2014 and 2013 included net income and foreign currency translation adjustments.

(c)

Subsequent Events

The Company evaluated for subsequent events through the issuance date of the Company ’ s financial statements.

(d)

Recent accounting pronouncements

extraordinary classification:

1.)

2.)

The Company has adopted ASU No. 2015-01 prospectively and has applied it to the presentation of the financial statements.

As of December 31, 2014, there are no other recently issued accounting standards not yet adopted that would or could have a material effect on the Company ’ s financial statements.

3. RELATED PARTY RECEIVABLES

Related party receivables consisted of the following as of December 31, 2014 and 2013:


		12/31/2014		12/31/2013
Wu, Jing Meng	$	599,495	$	549,882

RELATED PARTY ADVANCES

Related party advances consisted of the following as of December 31, 2014 and 2013:


		12/31/2014		12/31/2013
Xianyang Yifuge Senior Home	$	8,386	$	419

LEASE COMMITMENTS

On January 4, 2013, the Company entered into an operating lease agreement with a related party leasing an office located in Xianyang City, Shaanxi Province. As of December 31, 2014 and 2013, the Company had commitments for future minimum lease payment under non-cancelable operating leases in respect of land and building which are as follows:


Period			12/31/2014		12/31/2013
1/1/2013	12/31/2013	$	-	$	3,142
1/1/2014	12/31/2014		3,128		3,142
1/1/2015	12/31/2015		3,128		3,142
1/1/2016	12/31/2016		3,128		3,142
1/1/2017	12/31/2017		3,128		3,142
Total		$	12,512	$	15,710

Operating lease payments represent rentals payable by the Company for its office. The lease expires on January 4, 2018.

6. CONCENTRATIONS AND RISKS

Concentration

As of December 31, 2014, the Company had one client which represented 100% of the revenue. The client is a related party. The related party is controlled by the management of the Company.

Economic and Political Risks


Assignee	Signature	Amount of Note Converted	Amount of Shares to Issue
/s/ Fenxiang Wei		$60,500 plus all the unpaid interests	340,000
/s/ Peiqing An		$60,500 plus all the unpaid interests	340,000
/s/ Hongmei Ding		$60,500 plus all the unpaid interests	340,000
/s/ Qing Xie		$60,500 plus all the unpaid interests	340,000
/s/ Xiaoying Cai		$60,500 plus all the unpaid interests	340,000
/s/ Chongde Zhang		$60,500 plus all the unpaid interests	340,000
/s/ Chunli Li		$60,500 plus all the unpaid interests	340,000
/s/ Min Yang		$60,500 plus all the unpaid interests	340,000
Total		$484,000 plus all the unpaid interest	2,720,000


Contents	Pages
Unaudited Pro Forma Condensed Consolidated Statement of Income and Comprehensive Income	1-2

Unaudited Pro Forma Condensed Consolidated Balance Sheet	3

Notes to Pro Forma Condensed Consolidated Financial Information	4-6


Shaanxi Yifuge Investments and Assets Co, Ltd. Condensed Statements of Cash Flows For the six-month period ended June 30, 2015 and 2014 (Stated in U.S. Dollars)
		6/30/2015		6/30/2014


Cash flows from operating activities
Net income	$	84,053	$	89,879
Increase in related party receivable		(175,174)		-
(Decrease)/ increase in wages payable		(101)		136
Decrease in related party advances		(2,398)		(417)
Increase in accrued liabilities		1,570		1,564
Net cash (used)/ provided by operating activities		(92,050)		91,162

Cash flows from investing activities
Purchase of intangible asset		(376)		-
Net cash used by investing activities		(376)		-

Net (decrease)/ increase of cash and cash equivalents		(92,426)		91,162

Effect of foreign currency translation on cash and cash equivalents		1,160		(867)

Cash and cash equivalents – beginning of year		186,607		87,580
Cash and cash equivalents – end of year	$	95,341	$	177,875



See Accompanying Notes to the Financial Statements and Accountant ’ s Report


	6/30/2015	3/31/2015	12/31/2014	6/30/2014	3/31/2014
Year end RMB: US$ exchange rate	6.0888	6.1091	6.1385	6.1552	6.1619
Annual average RMB: US$ exchange rate	6.1128	6.1358	6.1432	6.1397	6.1156


Shaanxi Yifuge Investments and Assets Co, Ltd. Audited Statements of Cash Flows For the years ended December 31, 2014 and 2013 (Stated in U.S. Dollars)
		12/31/2014		12/31/2013


Cash flows from operating activities
Net income	$	140,245	$	120,068
Increase in related party receivable		(52,090)		(80,769)
Increase in wages payable		109		21,325
Increase in related party advances		7,963		414
Increase in accrued liabilities		3,125		3,102
Net cash provided by operating activities		99,352		64,140

Net increase of cash and cash equivalents		99,352		64,140

Effect of foreign currency translation on cash and cash equivalents		(325)		1,523

Cash and cash equivalents – beginning of year		87,580		21,917
Cash and cash equivalents – end of year	$	186,607	$	87,580



See Accompanying Notes to the Financial Statements and Accountant ’ s Report



	Three months ended				Six months ended
		6/30/2015		6/30/2014		6/30/2015		6/30/2014


Revenues	$	131,370	$	123,417	$	261,759	$	258,078
Cost of revenues		89,941		92,373		170,719		166,078
Gross profit		41,429		31,044		91,040		92,000

Operating expenses
General and administrative expenses		6,203		944		6,987		2,121


Operating income		35,226		30,100		84,053		89,879

Earnings before tax		35,226		30,100		84,053		89,879

Income tax		-		-		-		-

Net income	$	35,226	$	30,100	$	84,053	$	89,879

Other comprehensive income/(loss):
Foreign currency translation gain/(loss)		2,633		465		6,458		(4,683)
Comprehensive income	$	37,859	$	30,565	$	90,511	$	85,196


						Retained		Accumulated
						Earnings/		Other
		Registered		Statutory		(Accumulated cit)		Comprehensive
		Capital		Reserve		Deficits)		Income		Total
Balance, January 1, 2013	$	476,107	$	-	$	(301)	$	-	$	475,806
Net income		-		-		120,068		-		120,068
Appropriations to statutory reserve		-		11,976		(11,976)		-		-
Foreign currency translation gain Adjustment		-		-		-		16,422		16,422
Balance, December 31, 2013	$	476,107	$	11,976	$	107,791	$	16,422	$	612,296

Balance, January 1, 2014	$	476,107	$	11,976	$	107,791	$	16,422	$	612,296
Net income		-		-		140,245		-		140,245
Appropriations to statutory reserve		-		14,024		(14,024)		-		-
Foreign currency translation loss Adjustment		-		-		-		(2,696)		(2,696)
Balance, December 31, 2014	$	476,107	$	26,000	$	234,012	$	13,726	$	749,845


At December 31, 2013:	Quoted in	Significant
	Active Markets	Other	Significant
	for Identical	Observable	Unobservable
	Assets	Inputs	Inputs
	(Level 1)	(Level 2)	(Level 3)	Total
Financial assets:
Cash	$ 87,580	$ -	$ -	$ 87,580
Total financial assets	$ 87,580	$ -	$ -	$ 87,580
At December 31, 2014:	Quoted in	Significant
	Active Markets	Other	Significant
	for Identical	Observable	Unobservable
	Assets	Inputs	Inputs
	(Level 1)	(Level 2)	(Level 3)	Total
Financial assets:
Cash	$ 186,607	$ -	$ -	$ 186,607
Total financial assets	$ 186,607	$ -	$ -	$ 186,607