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

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：

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:


	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。

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.


	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:


Name:	Shengli Liu
Title:	President


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:	________


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；


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 ” ）；


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。


	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。


	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。


	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。


	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。


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 ” ）。


	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。


1	服务提供


	1.3	服务的提供方式


2	服务的价格和支付方式


3	知识产权和保密条款


	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。


	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。


	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。


	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。


	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。


	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。


	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。


	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。


	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。


	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。


	6.1	除非依据本协议续期，本协议于到期之日终止。


	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。


	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。


	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。


	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。


	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。


	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：


	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。


	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）。


	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。