information memorandum - dcsx.cwthis information memorandum for listing has been approved by...

84
0 Dutch Caribbean Securities Exchange, Listing Advisor 荷兰加勒证券交易所上市保荐机构 Information Memorandum For the Listing of Kanghong International Trade Co., Ltd. Incorporated under the laws of BVI Business Companies Act, 2004 (No. 16 of 2004) on May 2 nd , 2018 with BVI company number: 1977961 www.chinacccg.com

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Page 1: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

0

Dutch Caribbean Securities Exchange Listing Advisor

荷兰加勒证券交易所上市保荐机构

Information Memorandum For the Listing of Kanghong International Trade Co Ltd

Incorporated under the laws of BVI Business Companies Act 2004 (No 16 of 2004)

on May 2nd 2018 with BVI company number 1977961

wwwchinacccgcom

1

Table of Contents

1 Summary of Certain Defined Terms 2

2 Important Information and Notices 3

3 Issuer and the List of Institutions Related to the Listing 6

4 Company Overview 7

41 Business Structure 7

42 About the Company 8

43 Companyrsquos Operation 8

5 Terms of the Issuance and Investment Overview 10

6 Business Overview 12

61 Executive Summary 12

62 Products and Services 13

63 Marketing Strategy 15

64 Development Strategy 17

65 Business Partners 19

66 Permit and License 20

67 Related Parties 22

68 Main Competitors 29

7 Company Advantages and Investment Highlights 31

71 Strong Market Demand 31

72 Wide Product Offerings 31

73 Great Brand Reputation 31

74 Promising Expansion Plan 31

8 Directors and Senior Management 32

9 Financial Statements 36

10 Material Contract and Agreement 78

11 Risk Factors and Litigation 79

2

1 Summary of Certain Defined Terms

ldquoThe Company Kanghongrdquo

Kanghong International Trade Co Ltd (BVI Company Number 1977961) a company incorporated under the

laws of the British Virgin Islands and having its registered address at the offices of Vistra Corporate Services

Centre Wickhams Cay II Road Town Tortola VG1110 British Virgin Islands is the holding company that

indirectly owns 100 of the outstanding shares of Shidian Kanghong Agricultural Technology Development Co

Ltd

ldquoKHrdquo

Shidian Kanghong Agricultural Technology Development Co Ltd a company incorporated under the laws of

Peoplersquos Republic of China and having its registered address at Jiaochangba Wanxing Village Wanxing Town

Shidian County Baoshan City Yunnan Province China and an indirect wholly-owned subsidiary of the Company

ldquoDCSXrdquo

The Dutch Caribbean Securities Exchange

ldquoACTrdquo

The BVI Business Companies Act 2004 (No 16 of 2004) including any modification extension re-enactment or

renewal thereof and any regulations made thereunder

ldquoIFRSrdquo

International Financial Reporting Standards the set of international accounting standards stating how particular

types of transactions and other events should be reported in financial statements

ldquoLADrdquo

Listing Advisor

ldquoChucheng Capitalrdquo

Shanghai Chucheng Investment Management Co Ltd

ldquoListing Rulesrdquo

The Listing Rules of the DCSX

3

2 Important Information and Notices

Dear investors

This Information Memorandum for listing has been approved by Kanghong International Trade Co Ltd (BVI

Company Number 1977961 the ldquoCompanyrdquo) The sole purpose of this Information Memorandum is to list the

presently outstanding ordinary shares of the Company on the Dutch Caribbean Securities Exchange NV (ldquoDCSXrdquo)

in Curacao (Dutch Caribbean) Curacao is a country within the Kingdom of the Netherlands The listed shares will

be replaced on a one to one basis by listed Depository Receipts (DRrsquos) upon completion of the official issuance of

such DRrsquos in full accordance with the legal and procedural requirements of the issuance and listing of such DRrsquos

as demanded by the DCSX

This Information Memorandum does not contain all the information that a future investor should consider before

investing Potential investors should not regard the content of this Information Memorandum as advice on any

matters relating to the investment including but not limited to issues of legality taxation or finance nor as

recommendation instruction for the subscription purchase holding or disposition of the securities Every potential

investor should consult his or her independent professional advisor to evaluate the strengths and risks of investing

in the Company You and your advisors must rely on your investigations about the Companys stocks and listing

clauses to assess the advantages and risks

This Information Memorandum does not constitute or form any offer or invitation to sell or issue or any solicitation

of any offer to purchase or subscribe to any securities Neither this Information Memorandum nor the publication

of the information contained herein is intended to be any inducement to sign any contract and in no event shall it

be construed so in any jurisdiction This Information Memorandum may be withdrawn at any time before the

proposed listing This Information Memorandum is intended to provide information to prospective investors in their

evaluation of the investment and should only be used for this purpose The Company may consider future (initial)

public offering in which case the Company will make more information available to investors in due course and

as appropriate

The Company expressly reserves the right to reject any or all tender offer or proposed investment in its sole

discretion and at any time to notify any potential investor to terminate the discussion Furthermore the Company

reserves the right to withdraw supplement alter modify sort or reduce the scope of or the content of this

Information Memorandum in each case subject to the rules and regulations of the DCSX

This Information Memorandum contains forward-looking statements concerning plans objectives goals strategies

presented by the Company in the form of projections or expectations of revenues income (or loss) earnings (or

loss) per share or other financial projections These statements include the words such as ldquobelieverdquo ldquoestimaterdquo

ldquoexpectrdquo ldquointendrdquo ldquomayrdquo ldquowillrdquo ldquoshallrdquo ldquomayrdquo or ldquoshouldrdquo and other expressions of similar nature and they

address matters that involve risks and uncertainties Forward-looking statements are based on an assessment of the

economic developments operating conditions and certain assumptions regarding the future events and actions that

are current views of the Company andor the Directors as of the date of this Information Memorandum As a result

these forward-looking statements are not the guarantees of future performance and many known and unknown

risks unexpected uncertainties assumptions and other important factors other than the Company the Directors and

the Management of the Company could cause actual results to differ materially from those expressed in or implied

by these forward-looking statements Investors should be aware not to exclusively rely on such forward-looking

statements The Company does not undertake any obligation to update or revise any of the forward-looking

statements contained in this Information Memorandum whether as a result of new information future events or

otherwise The Company does not make any representation warranty or prediction that results anticipated by such

forward-looking statements will be achieved All subsequent written and forward-looking oral statements are based

on the above and the cautionary statements contained in this Information Memorandum

4

Certain statements estimates and financial projections included in this Information Memorandum are based on a

variety of assumptions which may or may not prove to be accurate or may be subject to disputes Each potential

investor should independently investigate and analyze the statements estimates and financial projections in the

document The Company does not have any obligation to provide any other information to the recipient of this

Information Memorandum This Information Memorandum does not constitute a recommendation endorsement or

confirmation of the value of the securities being offered

In certain jurisdictions there may be restrictions on the distribution of this Information Memorandum and issuance

of securities Any person who reviews this Information Memorandum and wishes to invest in the securities is

responsible for his or her understanding and compliance with all applicable laws and regulations of any relevant

jurisdictions The potential investors should also understand and ensure compliance with the relevant foreign

exchange and tax regulations applicable to them considering their citizenships residences and other relevant

factors

The Ministry of Finance in Curacao Dutch Caribbean the Central Bank of Curaccedilao and Sint Maarten and the

Dutch Caribbean Securities Exchange (DCSX) or any other countrygovernment authority andor agency of

Curacao are not responsible for any information contained in this Information Memorandum and they do not make

any representations or guarantees to the accuracy or completeness of the Information Memorandum Moreover

neither the content nor the publication of this Information Memorandum is to be taken as an indication of any

approval authorization warranty commitment statement or certification of any countrygovernment

The Company and its Directors and Senior Management are responsible for the authenticity accuracy and

completeness of the content of this Information Memorandum The Listing Advisor (LAD) Shanghai Chucheng

Investment Management Co Ltd mentioned in this Information Memorandum shall not take any responsibility

for the authenticity accuracy or completeness of any information (finance law or other) contained in this

Information Memorandum and does not make any representation or provide any approval commitment statement

certification or guarantee with respect to any information in this Information Memorandum

For the sake of completeness it is reiterated that the securities to be listed by the Company through this Information

Memorandum are the outstanding shares of the Company These shares may and can be replaced on a one to one

basis by listed Depository Receipts (DRrsquos) upon completion of the official issuance of such DRrsquos in full accordance

with the legal and procedural requirements of the issuance and listing of such DRrsquos as demanded by the DCSX

Each Depository Receipt represents one share and each Depository Receipt enjoys all the beneficial rights to each

corresponding share or stock The Depository Receipt is a security that has the same rights in all respects as the

Companys share A separate contract must be agreed upon between the Company and the shareholders specifying

the provisions for Depository Receipt holders and their detailed rights All shares owned by the shareholders of the

Company will be registered as Depository Receipts on the DCSX and in the Brokersrsquo system The Company and

all the shareholders shall undertake the responsibility of submitting all the information and details about shares and

Depository Receipts accurately and completely to the DCSX and Brokers

The DR holders will enjoy benefits on their holdings as if they were shareholders The Companys Depository

Receipt numbers will be consistent with the number of shares Depository Receipts will be reserved in the form of

electronic data The DCSX and Brokers do not have the obligation to issue any Depository Receipts certificates to

the shareholders Only when the shareholders convert their shares to Depository Receipts these can become

tradeable on the DCSX and Brokersrsquo system The DCSX and Brokers will register and manage the Depository

Receipts under the relevant rules The Company promises that during the listing of the Company the DCSX and

its Brokersrsquo records shall prevail

Potential investors should read the full text of this document and be aware that investing in the Company involves

a certain degree of risk Potential investors should also pay special attention to the ldquoRisk Factors and Litigationrdquo

5

section of this Information Memorandum Prospective investors before deciding to invest should carefully

consider all of their risks including financial and tax issues and consult professional advice from their accountants

lawyers and other professional advisors The Company is not in any capacity to recommend or decide whether the

investors can or should invest in the Company For such advice each prospective investor must contact their

independent professional consultant

If you need any further information please consult with your stock brokers and other professional advisors

The date of this Information Memorandum is on September 7th 2018

6

3 Issuer and the List of Institutions Related to the Listing

Issuer

Kanghong International Trade Co Ltd

Vistra Corporate Services Centre

Wickhams Cay II Road Town

Tortola VG1110 British Virgin Islands

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Operating Entity in China

Shidian Kanghong Agricultural Technology Development Co Ltd

Huaxing Industrial Area Youwang Town

Shidian County Baoshan City Yunnan Province China

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Listing Advisor

Shanghai Chucheng Investment Management Co Ltd

Room 601 Huaneng Union Tower

Lane No 958 Lu Jiazui Ring Road Pudong District

Shanghai China

Contact Person Houhai Li

Tel +86-021-31663586

E-mail lihouhaichuchengcapitalcom

Lawyer

Beijing Yingke Law Firm Shanghai Office

Yingke Law Building 181

Jiangchang No3 Road Jing an District

Shanghai China

Contact Person Zhihua Wang

Tel +86-021-36697980

Fax +86-021-36697889

E-mail wangzhihuayingkelawyercom

Auditor

Shanghai Shunzheng CPAs LP

Room 1220 No28 Yuanwen Road

Shanghai China

Contact Person Fengshan Liu

Tel +86-021-62122672

E-mail liufengshan139com

7

4 Company Overview

41 Business Structure

Kanghong International Trade Co Ltd a company incorporated under the laws of the British Virgin Islands is

the company seeking to be listed on DCSX Kanghong International Trade Co Ltd is the owner of 100 of the

outstanding shares of Kanghong International Trade (HK) Co Limited a company incorporated under the laws of

Hong Kong which in turn is the owner of 100 of the outstanding shares of Shanghai Erxing Biotechnology Co

Ltd a company incorporated and organized under the laws of China as a Wholly Owned Foreign Entity (ldquoWOFErdquo)

Shanghai Erxing Biotechnology Co Ltd owns 100 of the outstanding shares of Shidian Kanghong Agricultural

Technology Development Co Ltd (ldquoKHrdquo) which is the operating company in China with assets and business

operations

Kanghong International Trade Co Ltd

(Incorporated in the British Virgin Islands

BVI Company Number 1977961)

Kanghong International Trade (HK) Co Limited (Incorporated in Hong Kong)

Shanghai Erxing Biotechnology Co Ltd (Incorporated in Shanghai City China)

Shidian Kanghong Agricultural Technology Development Co Ltd

(Incorporated in Yunnan Province China)

100 Holding

100 Holding

100 Holding

8

42 About the Company

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo is wholly owned by ldquoKanghong International

Trade Co Ltdrdquo a company incorporated and registered under the laws of the British Virgin Islands ldquoShidian

Kanghong Agricultural Technology Development Co Ltdrdquo is a company incorporated and organized under the

laws of China on January 24th 2013

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo holds a valid business license (Uniformed

Social Credit Code 9153052106555747L) issued by the Bureau of Market Supervision and Administration of

Shidian Town Baoshan City Yunnan Province China on June 27th 2016

Company Name Shidian Kanghong Agricultural Technology Development Co Ltd

Type of Company Limited liability company (Natural person investment or holding)

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Registered Capital RMB 2 million

Date of Establishment January 24th 2013

Operating Period January 24th 2013 to January 24th 2043

Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily

groceries and building materials Import and export trading (Projects need to be approved under the laws and can

only be operated after being approved by relevant governmental authorities)

43 Companyrsquos Operation

Kanghong International Trade Co Ltd through its wholly-owned subsidiary Shidian Kanghong Agricultural

Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is engaged in the research processing and sales

of edible fungi and fungal products KH cultivates the fungal strains sells and delivers the strains to contracted

growers purchases the fungi and then sells the selected fungi and processed products More details about the

Company can be found in Section 6 ldquoBusiness Overviewrdquo of this Information Memorandum Detailed background

information of the Directors and Senior Management Team can be found in Section 8 of this Information

Memorandum

9

Picture 1 The company site of KH

10

5 Terms of the Issuance and Investment Overview

The information provided in this section is a summary of highlights contained elsewhere in this Information

Memorandum and should be reviewed carefully together with other sections before an investment decision is made

Company Nature

The Company is a limited liability company incorporated under the laws in the British Virgin Islands on May 2nd

2018 The Company owns 100 of the shares of its operating entity in China Shidian Kanghong Agricultural

Technology Development Co Ltd As of the submission date of this Information Memorandum the Companyrsquos

shares are not listed on any other stock exchanges The Companyrsquos securities to be listed will be the Depository

Receipts as explained in this Information Memorandum Investing in shares or Depository Receipts or other

securities involves risks and investors should consider the risks involved

Listing Advisor (LAD)

Shanghai Chucheng Investment Management Co Ltd is a Chinese company and has been licensed as a DCSX

Listing Advisor (LAD) by the DCSX The Company has appointed Shanghai Chucheng Investment Management

Co Ltd as its Listing Advisor (LAD) under the Listing Rules of the DCSX The mission of Shanghai Chucheng

Investment Management Co Ltd is to assist the Company in listing the securities of the Company on the DCSX

Shanghai Chucheng Investment Management Co Ltd is not responsible for the authenticity accuracy or

completeness of any information (financial legal or other) contained in this Information Memorandum and it

doesnrsquot make any representation or provide any approval commitment statement certification or guarantee to the

content of this Information Memorandum

Listing on the DCSX and Fund-raising Purposes

As aforementioned the Company intends to apply for listing via issuing Depository Receipts that will replace the

listed shares on a one to one basis With the listing of ultimately the Depository Receipts no new shares will be

issued at this stage In other words the Company is not to raise or receive new funds in connection with this listing

As indicated in the box below the Company may wish to raise funds in the future through an issuance and listing

of its new securities The Company andor its shareholders may in the future wish to trade the Depository Receipts

corresponding to their existing shares through the DCSX The authorized capital of the Company is 100000000

ordinary shares the nominal value of the ordinary shares is 00005 USD per share and the listing price of the shares

is expected to be 04 USD per share The market value of the Company is therefore estimated to be 40000000

USD Projections and calculation on which the market value is based can be found in the second and third parts of

Section 9 (ldquoFinancial Statementsrdquo) of this Information Memorandum

The Company does not preclude the possibility of raising funds through the issuance of new shares in the

future in which case the Company will prepare and publish the relevant and necessary documents and

procedures under the laws or listing rules including the submission of a new Information Memorandum

Sales Period Commitment

Currently Directors on the Companyrsquos Board collectively hold a total of 4335 shares of the outstanding ordinary

shares of the Company To provide potential investors with certain level of comfort toward the long-term

expectation of the Company all Directors of the Company (hereinafter referred to as the ldquorestricted shareholdersrdquo)

have agreed not to trade any of their shares or other securities (if any) of the Company held by them in any form

within 12 months from the date of listing of the Companyrsquos shares on the DCSX andor such shares being able to

11

trade (once converted to Depository Receipts) To ensure compliance of the foregoing agreement and the applicable

laws each restricted shareholder will agree not to sell or distribute the Companyrsquos shares or other securities publicly

or privately and not to convert or exchange the shares or other securities held by them into any other securities

options or rights during the restricted period

However as to the Companyrsquos total issued share capital the restricted commitment mentioned above will not

apply to a possible tender offer An offer to purchase more than 4335 of the Companyrsquos outstanding share

capital will be regarded as a buyout offer and if the Board of Directors decides to accept such offer the share

or other security transaction that the Company and the restricted shareholders enter into therewith will be

exempt from the above commitment provided that such a buyout is approved first by the DCSX

The Stock Options

On the issuing date of this Information Memorandum neither the Company nor the group has any other unrevealed

stock option commitment that has not been disclosed

The RegistrationTransaction of the Depository Receipts

The Company will eventually through a yet to be appointed issuer (a Financial Institution acceptable to the DCSX)

issue Depository Receipts corresponding to the issued and outstanding ordinary shares of the Company though the

DRs will not be evidenced by any certificates With the listing of the Companyrsquos Depository Receipts on the DCSX

the DCSX and its Brokers will register and manage the trading of the DRs The DRs may be traded in the market

but the Company will not and cannot provide any guarantee with respect to their liquidity The Company agrees

that the Company and all the shareholders will submit the complete and accurate information about the shares and

the required Depository Receipts to the Financial Institution that will issue the DRrsquos After the listing the

registration and trading of the Depository Receipts must comply with the laws and regulations of the DCSX and

other relevant regulators

The Company agrees that the Depository Receipt holders have the same rights as registered ordinary shareholders

Meanwhile when the Company holds a general meeting of shareholders the Depository Receipt holders should

also be notified and allowed to exercise the same voting rights as holders of ordinary shares

Listing Cost

The listing fees and all other directly attributed costs (including audit fees legal fees and other professional costs)

associated with the listing are or will be paid by the Company using existing funds

Inquiry

Any inquiry on regarding this Information Memorandum about listings should be directed to the Listing Advisor

(LAD) Shanghai Chucheng Investment Management Co Ltd

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 2: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

1

Table of Contents

1 Summary of Certain Defined Terms 2

2 Important Information and Notices 3

3 Issuer and the List of Institutions Related to the Listing 6

4 Company Overview 7

41 Business Structure 7

42 About the Company 8

43 Companyrsquos Operation 8

5 Terms of the Issuance and Investment Overview 10

6 Business Overview 12

61 Executive Summary 12

62 Products and Services 13

63 Marketing Strategy 15

64 Development Strategy 17

65 Business Partners 19

66 Permit and License 20

67 Related Parties 22

68 Main Competitors 29

7 Company Advantages and Investment Highlights 31

71 Strong Market Demand 31

72 Wide Product Offerings 31

73 Great Brand Reputation 31

74 Promising Expansion Plan 31

8 Directors and Senior Management 32

9 Financial Statements 36

10 Material Contract and Agreement 78

11 Risk Factors and Litigation 79

2

1 Summary of Certain Defined Terms

ldquoThe Company Kanghongrdquo

Kanghong International Trade Co Ltd (BVI Company Number 1977961) a company incorporated under the

laws of the British Virgin Islands and having its registered address at the offices of Vistra Corporate Services

Centre Wickhams Cay II Road Town Tortola VG1110 British Virgin Islands is the holding company that

indirectly owns 100 of the outstanding shares of Shidian Kanghong Agricultural Technology Development Co

Ltd

ldquoKHrdquo

Shidian Kanghong Agricultural Technology Development Co Ltd a company incorporated under the laws of

Peoplersquos Republic of China and having its registered address at Jiaochangba Wanxing Village Wanxing Town

Shidian County Baoshan City Yunnan Province China and an indirect wholly-owned subsidiary of the Company

ldquoDCSXrdquo

The Dutch Caribbean Securities Exchange

ldquoACTrdquo

The BVI Business Companies Act 2004 (No 16 of 2004) including any modification extension re-enactment or

renewal thereof and any regulations made thereunder

ldquoIFRSrdquo

International Financial Reporting Standards the set of international accounting standards stating how particular

types of transactions and other events should be reported in financial statements

ldquoLADrdquo

Listing Advisor

ldquoChucheng Capitalrdquo

Shanghai Chucheng Investment Management Co Ltd

ldquoListing Rulesrdquo

The Listing Rules of the DCSX

3

2 Important Information and Notices

Dear investors

This Information Memorandum for listing has been approved by Kanghong International Trade Co Ltd (BVI

Company Number 1977961 the ldquoCompanyrdquo) The sole purpose of this Information Memorandum is to list the

presently outstanding ordinary shares of the Company on the Dutch Caribbean Securities Exchange NV (ldquoDCSXrdquo)

in Curacao (Dutch Caribbean) Curacao is a country within the Kingdom of the Netherlands The listed shares will

be replaced on a one to one basis by listed Depository Receipts (DRrsquos) upon completion of the official issuance of

such DRrsquos in full accordance with the legal and procedural requirements of the issuance and listing of such DRrsquos

as demanded by the DCSX

This Information Memorandum does not contain all the information that a future investor should consider before

investing Potential investors should not regard the content of this Information Memorandum as advice on any

matters relating to the investment including but not limited to issues of legality taxation or finance nor as

recommendation instruction for the subscription purchase holding or disposition of the securities Every potential

investor should consult his or her independent professional advisor to evaluate the strengths and risks of investing

in the Company You and your advisors must rely on your investigations about the Companys stocks and listing

clauses to assess the advantages and risks

This Information Memorandum does not constitute or form any offer or invitation to sell or issue or any solicitation

of any offer to purchase or subscribe to any securities Neither this Information Memorandum nor the publication

of the information contained herein is intended to be any inducement to sign any contract and in no event shall it

be construed so in any jurisdiction This Information Memorandum may be withdrawn at any time before the

proposed listing This Information Memorandum is intended to provide information to prospective investors in their

evaluation of the investment and should only be used for this purpose The Company may consider future (initial)

public offering in which case the Company will make more information available to investors in due course and

as appropriate

The Company expressly reserves the right to reject any or all tender offer or proposed investment in its sole

discretion and at any time to notify any potential investor to terminate the discussion Furthermore the Company

reserves the right to withdraw supplement alter modify sort or reduce the scope of or the content of this

Information Memorandum in each case subject to the rules and regulations of the DCSX

This Information Memorandum contains forward-looking statements concerning plans objectives goals strategies

presented by the Company in the form of projections or expectations of revenues income (or loss) earnings (or

loss) per share or other financial projections These statements include the words such as ldquobelieverdquo ldquoestimaterdquo

ldquoexpectrdquo ldquointendrdquo ldquomayrdquo ldquowillrdquo ldquoshallrdquo ldquomayrdquo or ldquoshouldrdquo and other expressions of similar nature and they

address matters that involve risks and uncertainties Forward-looking statements are based on an assessment of the

economic developments operating conditions and certain assumptions regarding the future events and actions that

are current views of the Company andor the Directors as of the date of this Information Memorandum As a result

these forward-looking statements are not the guarantees of future performance and many known and unknown

risks unexpected uncertainties assumptions and other important factors other than the Company the Directors and

the Management of the Company could cause actual results to differ materially from those expressed in or implied

by these forward-looking statements Investors should be aware not to exclusively rely on such forward-looking

statements The Company does not undertake any obligation to update or revise any of the forward-looking

statements contained in this Information Memorandum whether as a result of new information future events or

otherwise The Company does not make any representation warranty or prediction that results anticipated by such

forward-looking statements will be achieved All subsequent written and forward-looking oral statements are based

on the above and the cautionary statements contained in this Information Memorandum

4

Certain statements estimates and financial projections included in this Information Memorandum are based on a

variety of assumptions which may or may not prove to be accurate or may be subject to disputes Each potential

investor should independently investigate and analyze the statements estimates and financial projections in the

document The Company does not have any obligation to provide any other information to the recipient of this

Information Memorandum This Information Memorandum does not constitute a recommendation endorsement or

confirmation of the value of the securities being offered

In certain jurisdictions there may be restrictions on the distribution of this Information Memorandum and issuance

of securities Any person who reviews this Information Memorandum and wishes to invest in the securities is

responsible for his or her understanding and compliance with all applicable laws and regulations of any relevant

jurisdictions The potential investors should also understand and ensure compliance with the relevant foreign

exchange and tax regulations applicable to them considering their citizenships residences and other relevant

factors

The Ministry of Finance in Curacao Dutch Caribbean the Central Bank of Curaccedilao and Sint Maarten and the

Dutch Caribbean Securities Exchange (DCSX) or any other countrygovernment authority andor agency of

Curacao are not responsible for any information contained in this Information Memorandum and they do not make

any representations or guarantees to the accuracy or completeness of the Information Memorandum Moreover

neither the content nor the publication of this Information Memorandum is to be taken as an indication of any

approval authorization warranty commitment statement or certification of any countrygovernment

The Company and its Directors and Senior Management are responsible for the authenticity accuracy and

completeness of the content of this Information Memorandum The Listing Advisor (LAD) Shanghai Chucheng

Investment Management Co Ltd mentioned in this Information Memorandum shall not take any responsibility

for the authenticity accuracy or completeness of any information (finance law or other) contained in this

Information Memorandum and does not make any representation or provide any approval commitment statement

certification or guarantee with respect to any information in this Information Memorandum

For the sake of completeness it is reiterated that the securities to be listed by the Company through this Information

Memorandum are the outstanding shares of the Company These shares may and can be replaced on a one to one

basis by listed Depository Receipts (DRrsquos) upon completion of the official issuance of such DRrsquos in full accordance

with the legal and procedural requirements of the issuance and listing of such DRrsquos as demanded by the DCSX

Each Depository Receipt represents one share and each Depository Receipt enjoys all the beneficial rights to each

corresponding share or stock The Depository Receipt is a security that has the same rights in all respects as the

Companys share A separate contract must be agreed upon between the Company and the shareholders specifying

the provisions for Depository Receipt holders and their detailed rights All shares owned by the shareholders of the

Company will be registered as Depository Receipts on the DCSX and in the Brokersrsquo system The Company and

all the shareholders shall undertake the responsibility of submitting all the information and details about shares and

Depository Receipts accurately and completely to the DCSX and Brokers

The DR holders will enjoy benefits on their holdings as if they were shareholders The Companys Depository

Receipt numbers will be consistent with the number of shares Depository Receipts will be reserved in the form of

electronic data The DCSX and Brokers do not have the obligation to issue any Depository Receipts certificates to

the shareholders Only when the shareholders convert their shares to Depository Receipts these can become

tradeable on the DCSX and Brokersrsquo system The DCSX and Brokers will register and manage the Depository

Receipts under the relevant rules The Company promises that during the listing of the Company the DCSX and

its Brokersrsquo records shall prevail

Potential investors should read the full text of this document and be aware that investing in the Company involves

a certain degree of risk Potential investors should also pay special attention to the ldquoRisk Factors and Litigationrdquo

5

section of this Information Memorandum Prospective investors before deciding to invest should carefully

consider all of their risks including financial and tax issues and consult professional advice from their accountants

lawyers and other professional advisors The Company is not in any capacity to recommend or decide whether the

investors can or should invest in the Company For such advice each prospective investor must contact their

independent professional consultant

If you need any further information please consult with your stock brokers and other professional advisors

The date of this Information Memorandum is on September 7th 2018

6

3 Issuer and the List of Institutions Related to the Listing

Issuer

Kanghong International Trade Co Ltd

Vistra Corporate Services Centre

Wickhams Cay II Road Town

Tortola VG1110 British Virgin Islands

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Operating Entity in China

Shidian Kanghong Agricultural Technology Development Co Ltd

Huaxing Industrial Area Youwang Town

Shidian County Baoshan City Yunnan Province China

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Listing Advisor

Shanghai Chucheng Investment Management Co Ltd

Room 601 Huaneng Union Tower

Lane No 958 Lu Jiazui Ring Road Pudong District

Shanghai China

Contact Person Houhai Li

Tel +86-021-31663586

E-mail lihouhaichuchengcapitalcom

Lawyer

Beijing Yingke Law Firm Shanghai Office

Yingke Law Building 181

Jiangchang No3 Road Jing an District

Shanghai China

Contact Person Zhihua Wang

Tel +86-021-36697980

Fax +86-021-36697889

E-mail wangzhihuayingkelawyercom

Auditor

Shanghai Shunzheng CPAs LP

Room 1220 No28 Yuanwen Road

Shanghai China

Contact Person Fengshan Liu

Tel +86-021-62122672

E-mail liufengshan139com

7

4 Company Overview

41 Business Structure

Kanghong International Trade Co Ltd a company incorporated under the laws of the British Virgin Islands is

the company seeking to be listed on DCSX Kanghong International Trade Co Ltd is the owner of 100 of the

outstanding shares of Kanghong International Trade (HK) Co Limited a company incorporated under the laws of

Hong Kong which in turn is the owner of 100 of the outstanding shares of Shanghai Erxing Biotechnology Co

Ltd a company incorporated and organized under the laws of China as a Wholly Owned Foreign Entity (ldquoWOFErdquo)

Shanghai Erxing Biotechnology Co Ltd owns 100 of the outstanding shares of Shidian Kanghong Agricultural

Technology Development Co Ltd (ldquoKHrdquo) which is the operating company in China with assets and business

operations

Kanghong International Trade Co Ltd

(Incorporated in the British Virgin Islands

BVI Company Number 1977961)

Kanghong International Trade (HK) Co Limited (Incorporated in Hong Kong)

Shanghai Erxing Biotechnology Co Ltd (Incorporated in Shanghai City China)

Shidian Kanghong Agricultural Technology Development Co Ltd

(Incorporated in Yunnan Province China)

100 Holding

100 Holding

100 Holding

8

42 About the Company

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo is wholly owned by ldquoKanghong International

Trade Co Ltdrdquo a company incorporated and registered under the laws of the British Virgin Islands ldquoShidian

Kanghong Agricultural Technology Development Co Ltdrdquo is a company incorporated and organized under the

laws of China on January 24th 2013

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo holds a valid business license (Uniformed

Social Credit Code 9153052106555747L) issued by the Bureau of Market Supervision and Administration of

Shidian Town Baoshan City Yunnan Province China on June 27th 2016

Company Name Shidian Kanghong Agricultural Technology Development Co Ltd

Type of Company Limited liability company (Natural person investment or holding)

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Registered Capital RMB 2 million

Date of Establishment January 24th 2013

Operating Period January 24th 2013 to January 24th 2043

Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily

groceries and building materials Import and export trading (Projects need to be approved under the laws and can

only be operated after being approved by relevant governmental authorities)

43 Companyrsquos Operation

Kanghong International Trade Co Ltd through its wholly-owned subsidiary Shidian Kanghong Agricultural

Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is engaged in the research processing and sales

of edible fungi and fungal products KH cultivates the fungal strains sells and delivers the strains to contracted

growers purchases the fungi and then sells the selected fungi and processed products More details about the

Company can be found in Section 6 ldquoBusiness Overviewrdquo of this Information Memorandum Detailed background

information of the Directors and Senior Management Team can be found in Section 8 of this Information

Memorandum

9

Picture 1 The company site of KH

10

5 Terms of the Issuance and Investment Overview

The information provided in this section is a summary of highlights contained elsewhere in this Information

Memorandum and should be reviewed carefully together with other sections before an investment decision is made

Company Nature

The Company is a limited liability company incorporated under the laws in the British Virgin Islands on May 2nd

2018 The Company owns 100 of the shares of its operating entity in China Shidian Kanghong Agricultural

Technology Development Co Ltd As of the submission date of this Information Memorandum the Companyrsquos

shares are not listed on any other stock exchanges The Companyrsquos securities to be listed will be the Depository

Receipts as explained in this Information Memorandum Investing in shares or Depository Receipts or other

securities involves risks and investors should consider the risks involved

Listing Advisor (LAD)

Shanghai Chucheng Investment Management Co Ltd is a Chinese company and has been licensed as a DCSX

Listing Advisor (LAD) by the DCSX The Company has appointed Shanghai Chucheng Investment Management

Co Ltd as its Listing Advisor (LAD) under the Listing Rules of the DCSX The mission of Shanghai Chucheng

Investment Management Co Ltd is to assist the Company in listing the securities of the Company on the DCSX

Shanghai Chucheng Investment Management Co Ltd is not responsible for the authenticity accuracy or

completeness of any information (financial legal or other) contained in this Information Memorandum and it

doesnrsquot make any representation or provide any approval commitment statement certification or guarantee to the

content of this Information Memorandum

Listing on the DCSX and Fund-raising Purposes

As aforementioned the Company intends to apply for listing via issuing Depository Receipts that will replace the

listed shares on a one to one basis With the listing of ultimately the Depository Receipts no new shares will be

issued at this stage In other words the Company is not to raise or receive new funds in connection with this listing

As indicated in the box below the Company may wish to raise funds in the future through an issuance and listing

of its new securities The Company andor its shareholders may in the future wish to trade the Depository Receipts

corresponding to their existing shares through the DCSX The authorized capital of the Company is 100000000

ordinary shares the nominal value of the ordinary shares is 00005 USD per share and the listing price of the shares

is expected to be 04 USD per share The market value of the Company is therefore estimated to be 40000000

USD Projections and calculation on which the market value is based can be found in the second and third parts of

Section 9 (ldquoFinancial Statementsrdquo) of this Information Memorandum

The Company does not preclude the possibility of raising funds through the issuance of new shares in the

future in which case the Company will prepare and publish the relevant and necessary documents and

procedures under the laws or listing rules including the submission of a new Information Memorandum

Sales Period Commitment

Currently Directors on the Companyrsquos Board collectively hold a total of 4335 shares of the outstanding ordinary

shares of the Company To provide potential investors with certain level of comfort toward the long-term

expectation of the Company all Directors of the Company (hereinafter referred to as the ldquorestricted shareholdersrdquo)

have agreed not to trade any of their shares or other securities (if any) of the Company held by them in any form

within 12 months from the date of listing of the Companyrsquos shares on the DCSX andor such shares being able to

11

trade (once converted to Depository Receipts) To ensure compliance of the foregoing agreement and the applicable

laws each restricted shareholder will agree not to sell or distribute the Companyrsquos shares or other securities publicly

or privately and not to convert or exchange the shares or other securities held by them into any other securities

options or rights during the restricted period

However as to the Companyrsquos total issued share capital the restricted commitment mentioned above will not

apply to a possible tender offer An offer to purchase more than 4335 of the Companyrsquos outstanding share

capital will be regarded as a buyout offer and if the Board of Directors decides to accept such offer the share

or other security transaction that the Company and the restricted shareholders enter into therewith will be

exempt from the above commitment provided that such a buyout is approved first by the DCSX

The Stock Options

On the issuing date of this Information Memorandum neither the Company nor the group has any other unrevealed

stock option commitment that has not been disclosed

The RegistrationTransaction of the Depository Receipts

The Company will eventually through a yet to be appointed issuer (a Financial Institution acceptable to the DCSX)

issue Depository Receipts corresponding to the issued and outstanding ordinary shares of the Company though the

DRs will not be evidenced by any certificates With the listing of the Companyrsquos Depository Receipts on the DCSX

the DCSX and its Brokers will register and manage the trading of the DRs The DRs may be traded in the market

but the Company will not and cannot provide any guarantee with respect to their liquidity The Company agrees

that the Company and all the shareholders will submit the complete and accurate information about the shares and

the required Depository Receipts to the Financial Institution that will issue the DRrsquos After the listing the

registration and trading of the Depository Receipts must comply with the laws and regulations of the DCSX and

other relevant regulators

The Company agrees that the Depository Receipt holders have the same rights as registered ordinary shareholders

Meanwhile when the Company holds a general meeting of shareholders the Depository Receipt holders should

also be notified and allowed to exercise the same voting rights as holders of ordinary shares

Listing Cost

The listing fees and all other directly attributed costs (including audit fees legal fees and other professional costs)

associated with the listing are or will be paid by the Company using existing funds

Inquiry

Any inquiry on regarding this Information Memorandum about listings should be directed to the Listing Advisor

(LAD) Shanghai Chucheng Investment Management Co Ltd

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 3: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

2

1 Summary of Certain Defined Terms

ldquoThe Company Kanghongrdquo

Kanghong International Trade Co Ltd (BVI Company Number 1977961) a company incorporated under the

laws of the British Virgin Islands and having its registered address at the offices of Vistra Corporate Services

Centre Wickhams Cay II Road Town Tortola VG1110 British Virgin Islands is the holding company that

indirectly owns 100 of the outstanding shares of Shidian Kanghong Agricultural Technology Development Co

Ltd

ldquoKHrdquo

Shidian Kanghong Agricultural Technology Development Co Ltd a company incorporated under the laws of

Peoplersquos Republic of China and having its registered address at Jiaochangba Wanxing Village Wanxing Town

Shidian County Baoshan City Yunnan Province China and an indirect wholly-owned subsidiary of the Company

ldquoDCSXrdquo

The Dutch Caribbean Securities Exchange

ldquoACTrdquo

The BVI Business Companies Act 2004 (No 16 of 2004) including any modification extension re-enactment or

renewal thereof and any regulations made thereunder

ldquoIFRSrdquo

International Financial Reporting Standards the set of international accounting standards stating how particular

types of transactions and other events should be reported in financial statements

ldquoLADrdquo

Listing Advisor

ldquoChucheng Capitalrdquo

Shanghai Chucheng Investment Management Co Ltd

ldquoListing Rulesrdquo

The Listing Rules of the DCSX

3

2 Important Information and Notices

Dear investors

This Information Memorandum for listing has been approved by Kanghong International Trade Co Ltd (BVI

Company Number 1977961 the ldquoCompanyrdquo) The sole purpose of this Information Memorandum is to list the

presently outstanding ordinary shares of the Company on the Dutch Caribbean Securities Exchange NV (ldquoDCSXrdquo)

in Curacao (Dutch Caribbean) Curacao is a country within the Kingdom of the Netherlands The listed shares will

be replaced on a one to one basis by listed Depository Receipts (DRrsquos) upon completion of the official issuance of

such DRrsquos in full accordance with the legal and procedural requirements of the issuance and listing of such DRrsquos

as demanded by the DCSX

This Information Memorandum does not contain all the information that a future investor should consider before

investing Potential investors should not regard the content of this Information Memorandum as advice on any

matters relating to the investment including but not limited to issues of legality taxation or finance nor as

recommendation instruction for the subscription purchase holding or disposition of the securities Every potential

investor should consult his or her independent professional advisor to evaluate the strengths and risks of investing

in the Company You and your advisors must rely on your investigations about the Companys stocks and listing

clauses to assess the advantages and risks

This Information Memorandum does not constitute or form any offer or invitation to sell or issue or any solicitation

of any offer to purchase or subscribe to any securities Neither this Information Memorandum nor the publication

of the information contained herein is intended to be any inducement to sign any contract and in no event shall it

be construed so in any jurisdiction This Information Memorandum may be withdrawn at any time before the

proposed listing This Information Memorandum is intended to provide information to prospective investors in their

evaluation of the investment and should only be used for this purpose The Company may consider future (initial)

public offering in which case the Company will make more information available to investors in due course and

as appropriate

The Company expressly reserves the right to reject any or all tender offer or proposed investment in its sole

discretion and at any time to notify any potential investor to terminate the discussion Furthermore the Company

reserves the right to withdraw supplement alter modify sort or reduce the scope of or the content of this

Information Memorandum in each case subject to the rules and regulations of the DCSX

This Information Memorandum contains forward-looking statements concerning plans objectives goals strategies

presented by the Company in the form of projections or expectations of revenues income (or loss) earnings (or

loss) per share or other financial projections These statements include the words such as ldquobelieverdquo ldquoestimaterdquo

ldquoexpectrdquo ldquointendrdquo ldquomayrdquo ldquowillrdquo ldquoshallrdquo ldquomayrdquo or ldquoshouldrdquo and other expressions of similar nature and they

address matters that involve risks and uncertainties Forward-looking statements are based on an assessment of the

economic developments operating conditions and certain assumptions regarding the future events and actions that

are current views of the Company andor the Directors as of the date of this Information Memorandum As a result

these forward-looking statements are not the guarantees of future performance and many known and unknown

risks unexpected uncertainties assumptions and other important factors other than the Company the Directors and

the Management of the Company could cause actual results to differ materially from those expressed in or implied

by these forward-looking statements Investors should be aware not to exclusively rely on such forward-looking

statements The Company does not undertake any obligation to update or revise any of the forward-looking

statements contained in this Information Memorandum whether as a result of new information future events or

otherwise The Company does not make any representation warranty or prediction that results anticipated by such

forward-looking statements will be achieved All subsequent written and forward-looking oral statements are based

on the above and the cautionary statements contained in this Information Memorandum

4

Certain statements estimates and financial projections included in this Information Memorandum are based on a

variety of assumptions which may or may not prove to be accurate or may be subject to disputes Each potential

investor should independently investigate and analyze the statements estimates and financial projections in the

document The Company does not have any obligation to provide any other information to the recipient of this

Information Memorandum This Information Memorandum does not constitute a recommendation endorsement or

confirmation of the value of the securities being offered

In certain jurisdictions there may be restrictions on the distribution of this Information Memorandum and issuance

of securities Any person who reviews this Information Memorandum and wishes to invest in the securities is

responsible for his or her understanding and compliance with all applicable laws and regulations of any relevant

jurisdictions The potential investors should also understand and ensure compliance with the relevant foreign

exchange and tax regulations applicable to them considering their citizenships residences and other relevant

factors

The Ministry of Finance in Curacao Dutch Caribbean the Central Bank of Curaccedilao and Sint Maarten and the

Dutch Caribbean Securities Exchange (DCSX) or any other countrygovernment authority andor agency of

Curacao are not responsible for any information contained in this Information Memorandum and they do not make

any representations or guarantees to the accuracy or completeness of the Information Memorandum Moreover

neither the content nor the publication of this Information Memorandum is to be taken as an indication of any

approval authorization warranty commitment statement or certification of any countrygovernment

The Company and its Directors and Senior Management are responsible for the authenticity accuracy and

completeness of the content of this Information Memorandum The Listing Advisor (LAD) Shanghai Chucheng

Investment Management Co Ltd mentioned in this Information Memorandum shall not take any responsibility

for the authenticity accuracy or completeness of any information (finance law or other) contained in this

Information Memorandum and does not make any representation or provide any approval commitment statement

certification or guarantee with respect to any information in this Information Memorandum

For the sake of completeness it is reiterated that the securities to be listed by the Company through this Information

Memorandum are the outstanding shares of the Company These shares may and can be replaced on a one to one

basis by listed Depository Receipts (DRrsquos) upon completion of the official issuance of such DRrsquos in full accordance

with the legal and procedural requirements of the issuance and listing of such DRrsquos as demanded by the DCSX

Each Depository Receipt represents one share and each Depository Receipt enjoys all the beneficial rights to each

corresponding share or stock The Depository Receipt is a security that has the same rights in all respects as the

Companys share A separate contract must be agreed upon between the Company and the shareholders specifying

the provisions for Depository Receipt holders and their detailed rights All shares owned by the shareholders of the

Company will be registered as Depository Receipts on the DCSX and in the Brokersrsquo system The Company and

all the shareholders shall undertake the responsibility of submitting all the information and details about shares and

Depository Receipts accurately and completely to the DCSX and Brokers

The DR holders will enjoy benefits on their holdings as if they were shareholders The Companys Depository

Receipt numbers will be consistent with the number of shares Depository Receipts will be reserved in the form of

electronic data The DCSX and Brokers do not have the obligation to issue any Depository Receipts certificates to

the shareholders Only when the shareholders convert their shares to Depository Receipts these can become

tradeable on the DCSX and Brokersrsquo system The DCSX and Brokers will register and manage the Depository

Receipts under the relevant rules The Company promises that during the listing of the Company the DCSX and

its Brokersrsquo records shall prevail

Potential investors should read the full text of this document and be aware that investing in the Company involves

a certain degree of risk Potential investors should also pay special attention to the ldquoRisk Factors and Litigationrdquo

5

section of this Information Memorandum Prospective investors before deciding to invest should carefully

consider all of their risks including financial and tax issues and consult professional advice from their accountants

lawyers and other professional advisors The Company is not in any capacity to recommend or decide whether the

investors can or should invest in the Company For such advice each prospective investor must contact their

independent professional consultant

If you need any further information please consult with your stock brokers and other professional advisors

The date of this Information Memorandum is on September 7th 2018

6

3 Issuer and the List of Institutions Related to the Listing

Issuer

Kanghong International Trade Co Ltd

Vistra Corporate Services Centre

Wickhams Cay II Road Town

Tortola VG1110 British Virgin Islands

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Operating Entity in China

Shidian Kanghong Agricultural Technology Development Co Ltd

Huaxing Industrial Area Youwang Town

Shidian County Baoshan City Yunnan Province China

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Listing Advisor

Shanghai Chucheng Investment Management Co Ltd

Room 601 Huaneng Union Tower

Lane No 958 Lu Jiazui Ring Road Pudong District

Shanghai China

Contact Person Houhai Li

Tel +86-021-31663586

E-mail lihouhaichuchengcapitalcom

Lawyer

Beijing Yingke Law Firm Shanghai Office

Yingke Law Building 181

Jiangchang No3 Road Jing an District

Shanghai China

Contact Person Zhihua Wang

Tel +86-021-36697980

Fax +86-021-36697889

E-mail wangzhihuayingkelawyercom

Auditor

Shanghai Shunzheng CPAs LP

Room 1220 No28 Yuanwen Road

Shanghai China

Contact Person Fengshan Liu

Tel +86-021-62122672

E-mail liufengshan139com

7

4 Company Overview

41 Business Structure

Kanghong International Trade Co Ltd a company incorporated under the laws of the British Virgin Islands is

the company seeking to be listed on DCSX Kanghong International Trade Co Ltd is the owner of 100 of the

outstanding shares of Kanghong International Trade (HK) Co Limited a company incorporated under the laws of

Hong Kong which in turn is the owner of 100 of the outstanding shares of Shanghai Erxing Biotechnology Co

Ltd a company incorporated and organized under the laws of China as a Wholly Owned Foreign Entity (ldquoWOFErdquo)

Shanghai Erxing Biotechnology Co Ltd owns 100 of the outstanding shares of Shidian Kanghong Agricultural

Technology Development Co Ltd (ldquoKHrdquo) which is the operating company in China with assets and business

operations

Kanghong International Trade Co Ltd

(Incorporated in the British Virgin Islands

BVI Company Number 1977961)

Kanghong International Trade (HK) Co Limited (Incorporated in Hong Kong)

Shanghai Erxing Biotechnology Co Ltd (Incorporated in Shanghai City China)

Shidian Kanghong Agricultural Technology Development Co Ltd

(Incorporated in Yunnan Province China)

100 Holding

100 Holding

100 Holding

8

42 About the Company

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo is wholly owned by ldquoKanghong International

Trade Co Ltdrdquo a company incorporated and registered under the laws of the British Virgin Islands ldquoShidian

Kanghong Agricultural Technology Development Co Ltdrdquo is a company incorporated and organized under the

laws of China on January 24th 2013

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo holds a valid business license (Uniformed

Social Credit Code 9153052106555747L) issued by the Bureau of Market Supervision and Administration of

Shidian Town Baoshan City Yunnan Province China on June 27th 2016

Company Name Shidian Kanghong Agricultural Technology Development Co Ltd

Type of Company Limited liability company (Natural person investment or holding)

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Registered Capital RMB 2 million

Date of Establishment January 24th 2013

Operating Period January 24th 2013 to January 24th 2043

Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily

groceries and building materials Import and export trading (Projects need to be approved under the laws and can

only be operated after being approved by relevant governmental authorities)

43 Companyrsquos Operation

Kanghong International Trade Co Ltd through its wholly-owned subsidiary Shidian Kanghong Agricultural

Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is engaged in the research processing and sales

of edible fungi and fungal products KH cultivates the fungal strains sells and delivers the strains to contracted

growers purchases the fungi and then sells the selected fungi and processed products More details about the

Company can be found in Section 6 ldquoBusiness Overviewrdquo of this Information Memorandum Detailed background

information of the Directors and Senior Management Team can be found in Section 8 of this Information

Memorandum

9

Picture 1 The company site of KH

10

5 Terms of the Issuance and Investment Overview

The information provided in this section is a summary of highlights contained elsewhere in this Information

Memorandum and should be reviewed carefully together with other sections before an investment decision is made

Company Nature

The Company is a limited liability company incorporated under the laws in the British Virgin Islands on May 2nd

2018 The Company owns 100 of the shares of its operating entity in China Shidian Kanghong Agricultural

Technology Development Co Ltd As of the submission date of this Information Memorandum the Companyrsquos

shares are not listed on any other stock exchanges The Companyrsquos securities to be listed will be the Depository

Receipts as explained in this Information Memorandum Investing in shares or Depository Receipts or other

securities involves risks and investors should consider the risks involved

Listing Advisor (LAD)

Shanghai Chucheng Investment Management Co Ltd is a Chinese company and has been licensed as a DCSX

Listing Advisor (LAD) by the DCSX The Company has appointed Shanghai Chucheng Investment Management

Co Ltd as its Listing Advisor (LAD) under the Listing Rules of the DCSX The mission of Shanghai Chucheng

Investment Management Co Ltd is to assist the Company in listing the securities of the Company on the DCSX

Shanghai Chucheng Investment Management Co Ltd is not responsible for the authenticity accuracy or

completeness of any information (financial legal or other) contained in this Information Memorandum and it

doesnrsquot make any representation or provide any approval commitment statement certification or guarantee to the

content of this Information Memorandum

Listing on the DCSX and Fund-raising Purposes

As aforementioned the Company intends to apply for listing via issuing Depository Receipts that will replace the

listed shares on a one to one basis With the listing of ultimately the Depository Receipts no new shares will be

issued at this stage In other words the Company is not to raise or receive new funds in connection with this listing

As indicated in the box below the Company may wish to raise funds in the future through an issuance and listing

of its new securities The Company andor its shareholders may in the future wish to trade the Depository Receipts

corresponding to their existing shares through the DCSX The authorized capital of the Company is 100000000

ordinary shares the nominal value of the ordinary shares is 00005 USD per share and the listing price of the shares

is expected to be 04 USD per share The market value of the Company is therefore estimated to be 40000000

USD Projections and calculation on which the market value is based can be found in the second and third parts of

Section 9 (ldquoFinancial Statementsrdquo) of this Information Memorandum

The Company does not preclude the possibility of raising funds through the issuance of new shares in the

future in which case the Company will prepare and publish the relevant and necessary documents and

procedures under the laws or listing rules including the submission of a new Information Memorandum

Sales Period Commitment

Currently Directors on the Companyrsquos Board collectively hold a total of 4335 shares of the outstanding ordinary

shares of the Company To provide potential investors with certain level of comfort toward the long-term

expectation of the Company all Directors of the Company (hereinafter referred to as the ldquorestricted shareholdersrdquo)

have agreed not to trade any of their shares or other securities (if any) of the Company held by them in any form

within 12 months from the date of listing of the Companyrsquos shares on the DCSX andor such shares being able to

11

trade (once converted to Depository Receipts) To ensure compliance of the foregoing agreement and the applicable

laws each restricted shareholder will agree not to sell or distribute the Companyrsquos shares or other securities publicly

or privately and not to convert or exchange the shares or other securities held by them into any other securities

options or rights during the restricted period

However as to the Companyrsquos total issued share capital the restricted commitment mentioned above will not

apply to a possible tender offer An offer to purchase more than 4335 of the Companyrsquos outstanding share

capital will be regarded as a buyout offer and if the Board of Directors decides to accept such offer the share

or other security transaction that the Company and the restricted shareholders enter into therewith will be

exempt from the above commitment provided that such a buyout is approved first by the DCSX

The Stock Options

On the issuing date of this Information Memorandum neither the Company nor the group has any other unrevealed

stock option commitment that has not been disclosed

The RegistrationTransaction of the Depository Receipts

The Company will eventually through a yet to be appointed issuer (a Financial Institution acceptable to the DCSX)

issue Depository Receipts corresponding to the issued and outstanding ordinary shares of the Company though the

DRs will not be evidenced by any certificates With the listing of the Companyrsquos Depository Receipts on the DCSX

the DCSX and its Brokers will register and manage the trading of the DRs The DRs may be traded in the market

but the Company will not and cannot provide any guarantee with respect to their liquidity The Company agrees

that the Company and all the shareholders will submit the complete and accurate information about the shares and

the required Depository Receipts to the Financial Institution that will issue the DRrsquos After the listing the

registration and trading of the Depository Receipts must comply with the laws and regulations of the DCSX and

other relevant regulators

The Company agrees that the Depository Receipt holders have the same rights as registered ordinary shareholders

Meanwhile when the Company holds a general meeting of shareholders the Depository Receipt holders should

also be notified and allowed to exercise the same voting rights as holders of ordinary shares

Listing Cost

The listing fees and all other directly attributed costs (including audit fees legal fees and other professional costs)

associated with the listing are or will be paid by the Company using existing funds

Inquiry

Any inquiry on regarding this Information Memorandum about listings should be directed to the Listing Advisor

(LAD) Shanghai Chucheng Investment Management Co Ltd

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 4: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

3

2 Important Information and Notices

Dear investors

This Information Memorandum for listing has been approved by Kanghong International Trade Co Ltd (BVI

Company Number 1977961 the ldquoCompanyrdquo) The sole purpose of this Information Memorandum is to list the

presently outstanding ordinary shares of the Company on the Dutch Caribbean Securities Exchange NV (ldquoDCSXrdquo)

in Curacao (Dutch Caribbean) Curacao is a country within the Kingdom of the Netherlands The listed shares will

be replaced on a one to one basis by listed Depository Receipts (DRrsquos) upon completion of the official issuance of

such DRrsquos in full accordance with the legal and procedural requirements of the issuance and listing of such DRrsquos

as demanded by the DCSX

This Information Memorandum does not contain all the information that a future investor should consider before

investing Potential investors should not regard the content of this Information Memorandum as advice on any

matters relating to the investment including but not limited to issues of legality taxation or finance nor as

recommendation instruction for the subscription purchase holding or disposition of the securities Every potential

investor should consult his or her independent professional advisor to evaluate the strengths and risks of investing

in the Company You and your advisors must rely on your investigations about the Companys stocks and listing

clauses to assess the advantages and risks

This Information Memorandum does not constitute or form any offer or invitation to sell or issue or any solicitation

of any offer to purchase or subscribe to any securities Neither this Information Memorandum nor the publication

of the information contained herein is intended to be any inducement to sign any contract and in no event shall it

be construed so in any jurisdiction This Information Memorandum may be withdrawn at any time before the

proposed listing This Information Memorandum is intended to provide information to prospective investors in their

evaluation of the investment and should only be used for this purpose The Company may consider future (initial)

public offering in which case the Company will make more information available to investors in due course and

as appropriate

The Company expressly reserves the right to reject any or all tender offer or proposed investment in its sole

discretion and at any time to notify any potential investor to terminate the discussion Furthermore the Company

reserves the right to withdraw supplement alter modify sort or reduce the scope of or the content of this

Information Memorandum in each case subject to the rules and regulations of the DCSX

This Information Memorandum contains forward-looking statements concerning plans objectives goals strategies

presented by the Company in the form of projections or expectations of revenues income (or loss) earnings (or

loss) per share or other financial projections These statements include the words such as ldquobelieverdquo ldquoestimaterdquo

ldquoexpectrdquo ldquointendrdquo ldquomayrdquo ldquowillrdquo ldquoshallrdquo ldquomayrdquo or ldquoshouldrdquo and other expressions of similar nature and they

address matters that involve risks and uncertainties Forward-looking statements are based on an assessment of the

economic developments operating conditions and certain assumptions regarding the future events and actions that

are current views of the Company andor the Directors as of the date of this Information Memorandum As a result

these forward-looking statements are not the guarantees of future performance and many known and unknown

risks unexpected uncertainties assumptions and other important factors other than the Company the Directors and

the Management of the Company could cause actual results to differ materially from those expressed in or implied

by these forward-looking statements Investors should be aware not to exclusively rely on such forward-looking

statements The Company does not undertake any obligation to update or revise any of the forward-looking

statements contained in this Information Memorandum whether as a result of new information future events or

otherwise The Company does not make any representation warranty or prediction that results anticipated by such

forward-looking statements will be achieved All subsequent written and forward-looking oral statements are based

on the above and the cautionary statements contained in this Information Memorandum

4

Certain statements estimates and financial projections included in this Information Memorandum are based on a

variety of assumptions which may or may not prove to be accurate or may be subject to disputes Each potential

investor should independently investigate and analyze the statements estimates and financial projections in the

document The Company does not have any obligation to provide any other information to the recipient of this

Information Memorandum This Information Memorandum does not constitute a recommendation endorsement or

confirmation of the value of the securities being offered

In certain jurisdictions there may be restrictions on the distribution of this Information Memorandum and issuance

of securities Any person who reviews this Information Memorandum and wishes to invest in the securities is

responsible for his or her understanding and compliance with all applicable laws and regulations of any relevant

jurisdictions The potential investors should also understand and ensure compliance with the relevant foreign

exchange and tax regulations applicable to them considering their citizenships residences and other relevant

factors

The Ministry of Finance in Curacao Dutch Caribbean the Central Bank of Curaccedilao and Sint Maarten and the

Dutch Caribbean Securities Exchange (DCSX) or any other countrygovernment authority andor agency of

Curacao are not responsible for any information contained in this Information Memorandum and they do not make

any representations or guarantees to the accuracy or completeness of the Information Memorandum Moreover

neither the content nor the publication of this Information Memorandum is to be taken as an indication of any

approval authorization warranty commitment statement or certification of any countrygovernment

The Company and its Directors and Senior Management are responsible for the authenticity accuracy and

completeness of the content of this Information Memorandum The Listing Advisor (LAD) Shanghai Chucheng

Investment Management Co Ltd mentioned in this Information Memorandum shall not take any responsibility

for the authenticity accuracy or completeness of any information (finance law or other) contained in this

Information Memorandum and does not make any representation or provide any approval commitment statement

certification or guarantee with respect to any information in this Information Memorandum

For the sake of completeness it is reiterated that the securities to be listed by the Company through this Information

Memorandum are the outstanding shares of the Company These shares may and can be replaced on a one to one

basis by listed Depository Receipts (DRrsquos) upon completion of the official issuance of such DRrsquos in full accordance

with the legal and procedural requirements of the issuance and listing of such DRrsquos as demanded by the DCSX

Each Depository Receipt represents one share and each Depository Receipt enjoys all the beneficial rights to each

corresponding share or stock The Depository Receipt is a security that has the same rights in all respects as the

Companys share A separate contract must be agreed upon between the Company and the shareholders specifying

the provisions for Depository Receipt holders and their detailed rights All shares owned by the shareholders of the

Company will be registered as Depository Receipts on the DCSX and in the Brokersrsquo system The Company and

all the shareholders shall undertake the responsibility of submitting all the information and details about shares and

Depository Receipts accurately and completely to the DCSX and Brokers

The DR holders will enjoy benefits on their holdings as if they were shareholders The Companys Depository

Receipt numbers will be consistent with the number of shares Depository Receipts will be reserved in the form of

electronic data The DCSX and Brokers do not have the obligation to issue any Depository Receipts certificates to

the shareholders Only when the shareholders convert their shares to Depository Receipts these can become

tradeable on the DCSX and Brokersrsquo system The DCSX and Brokers will register and manage the Depository

Receipts under the relevant rules The Company promises that during the listing of the Company the DCSX and

its Brokersrsquo records shall prevail

Potential investors should read the full text of this document and be aware that investing in the Company involves

a certain degree of risk Potential investors should also pay special attention to the ldquoRisk Factors and Litigationrdquo

5

section of this Information Memorandum Prospective investors before deciding to invest should carefully

consider all of their risks including financial and tax issues and consult professional advice from their accountants

lawyers and other professional advisors The Company is not in any capacity to recommend or decide whether the

investors can or should invest in the Company For such advice each prospective investor must contact their

independent professional consultant

If you need any further information please consult with your stock brokers and other professional advisors

The date of this Information Memorandum is on September 7th 2018

6

3 Issuer and the List of Institutions Related to the Listing

Issuer

Kanghong International Trade Co Ltd

Vistra Corporate Services Centre

Wickhams Cay II Road Town

Tortola VG1110 British Virgin Islands

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Operating Entity in China

Shidian Kanghong Agricultural Technology Development Co Ltd

Huaxing Industrial Area Youwang Town

Shidian County Baoshan City Yunnan Province China

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Listing Advisor

Shanghai Chucheng Investment Management Co Ltd

Room 601 Huaneng Union Tower

Lane No 958 Lu Jiazui Ring Road Pudong District

Shanghai China

Contact Person Houhai Li

Tel +86-021-31663586

E-mail lihouhaichuchengcapitalcom

Lawyer

Beijing Yingke Law Firm Shanghai Office

Yingke Law Building 181

Jiangchang No3 Road Jing an District

Shanghai China

Contact Person Zhihua Wang

Tel +86-021-36697980

Fax +86-021-36697889

E-mail wangzhihuayingkelawyercom

Auditor

Shanghai Shunzheng CPAs LP

Room 1220 No28 Yuanwen Road

Shanghai China

Contact Person Fengshan Liu

Tel +86-021-62122672

E-mail liufengshan139com

7

4 Company Overview

41 Business Structure

Kanghong International Trade Co Ltd a company incorporated under the laws of the British Virgin Islands is

the company seeking to be listed on DCSX Kanghong International Trade Co Ltd is the owner of 100 of the

outstanding shares of Kanghong International Trade (HK) Co Limited a company incorporated under the laws of

Hong Kong which in turn is the owner of 100 of the outstanding shares of Shanghai Erxing Biotechnology Co

Ltd a company incorporated and organized under the laws of China as a Wholly Owned Foreign Entity (ldquoWOFErdquo)

Shanghai Erxing Biotechnology Co Ltd owns 100 of the outstanding shares of Shidian Kanghong Agricultural

Technology Development Co Ltd (ldquoKHrdquo) which is the operating company in China with assets and business

operations

Kanghong International Trade Co Ltd

(Incorporated in the British Virgin Islands

BVI Company Number 1977961)

Kanghong International Trade (HK) Co Limited (Incorporated in Hong Kong)

Shanghai Erxing Biotechnology Co Ltd (Incorporated in Shanghai City China)

Shidian Kanghong Agricultural Technology Development Co Ltd

(Incorporated in Yunnan Province China)

100 Holding

100 Holding

100 Holding

8

42 About the Company

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo is wholly owned by ldquoKanghong International

Trade Co Ltdrdquo a company incorporated and registered under the laws of the British Virgin Islands ldquoShidian

Kanghong Agricultural Technology Development Co Ltdrdquo is a company incorporated and organized under the

laws of China on January 24th 2013

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo holds a valid business license (Uniformed

Social Credit Code 9153052106555747L) issued by the Bureau of Market Supervision and Administration of

Shidian Town Baoshan City Yunnan Province China on June 27th 2016

Company Name Shidian Kanghong Agricultural Technology Development Co Ltd

Type of Company Limited liability company (Natural person investment or holding)

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Registered Capital RMB 2 million

Date of Establishment January 24th 2013

Operating Period January 24th 2013 to January 24th 2043

Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily

groceries and building materials Import and export trading (Projects need to be approved under the laws and can

only be operated after being approved by relevant governmental authorities)

43 Companyrsquos Operation

Kanghong International Trade Co Ltd through its wholly-owned subsidiary Shidian Kanghong Agricultural

Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is engaged in the research processing and sales

of edible fungi and fungal products KH cultivates the fungal strains sells and delivers the strains to contracted

growers purchases the fungi and then sells the selected fungi and processed products More details about the

Company can be found in Section 6 ldquoBusiness Overviewrdquo of this Information Memorandum Detailed background

information of the Directors and Senior Management Team can be found in Section 8 of this Information

Memorandum

9

Picture 1 The company site of KH

10

5 Terms of the Issuance and Investment Overview

The information provided in this section is a summary of highlights contained elsewhere in this Information

Memorandum and should be reviewed carefully together with other sections before an investment decision is made

Company Nature

The Company is a limited liability company incorporated under the laws in the British Virgin Islands on May 2nd

2018 The Company owns 100 of the shares of its operating entity in China Shidian Kanghong Agricultural

Technology Development Co Ltd As of the submission date of this Information Memorandum the Companyrsquos

shares are not listed on any other stock exchanges The Companyrsquos securities to be listed will be the Depository

Receipts as explained in this Information Memorandum Investing in shares or Depository Receipts or other

securities involves risks and investors should consider the risks involved

Listing Advisor (LAD)

Shanghai Chucheng Investment Management Co Ltd is a Chinese company and has been licensed as a DCSX

Listing Advisor (LAD) by the DCSX The Company has appointed Shanghai Chucheng Investment Management

Co Ltd as its Listing Advisor (LAD) under the Listing Rules of the DCSX The mission of Shanghai Chucheng

Investment Management Co Ltd is to assist the Company in listing the securities of the Company on the DCSX

Shanghai Chucheng Investment Management Co Ltd is not responsible for the authenticity accuracy or

completeness of any information (financial legal or other) contained in this Information Memorandum and it

doesnrsquot make any representation or provide any approval commitment statement certification or guarantee to the

content of this Information Memorandum

Listing on the DCSX and Fund-raising Purposes

As aforementioned the Company intends to apply for listing via issuing Depository Receipts that will replace the

listed shares on a one to one basis With the listing of ultimately the Depository Receipts no new shares will be

issued at this stage In other words the Company is not to raise or receive new funds in connection with this listing

As indicated in the box below the Company may wish to raise funds in the future through an issuance and listing

of its new securities The Company andor its shareholders may in the future wish to trade the Depository Receipts

corresponding to their existing shares through the DCSX The authorized capital of the Company is 100000000

ordinary shares the nominal value of the ordinary shares is 00005 USD per share and the listing price of the shares

is expected to be 04 USD per share The market value of the Company is therefore estimated to be 40000000

USD Projections and calculation on which the market value is based can be found in the second and third parts of

Section 9 (ldquoFinancial Statementsrdquo) of this Information Memorandum

The Company does not preclude the possibility of raising funds through the issuance of new shares in the

future in which case the Company will prepare and publish the relevant and necessary documents and

procedures under the laws or listing rules including the submission of a new Information Memorandum

Sales Period Commitment

Currently Directors on the Companyrsquos Board collectively hold a total of 4335 shares of the outstanding ordinary

shares of the Company To provide potential investors with certain level of comfort toward the long-term

expectation of the Company all Directors of the Company (hereinafter referred to as the ldquorestricted shareholdersrdquo)

have agreed not to trade any of their shares or other securities (if any) of the Company held by them in any form

within 12 months from the date of listing of the Companyrsquos shares on the DCSX andor such shares being able to

11

trade (once converted to Depository Receipts) To ensure compliance of the foregoing agreement and the applicable

laws each restricted shareholder will agree not to sell or distribute the Companyrsquos shares or other securities publicly

or privately and not to convert or exchange the shares or other securities held by them into any other securities

options or rights during the restricted period

However as to the Companyrsquos total issued share capital the restricted commitment mentioned above will not

apply to a possible tender offer An offer to purchase more than 4335 of the Companyrsquos outstanding share

capital will be regarded as a buyout offer and if the Board of Directors decides to accept such offer the share

or other security transaction that the Company and the restricted shareholders enter into therewith will be

exempt from the above commitment provided that such a buyout is approved first by the DCSX

The Stock Options

On the issuing date of this Information Memorandum neither the Company nor the group has any other unrevealed

stock option commitment that has not been disclosed

The RegistrationTransaction of the Depository Receipts

The Company will eventually through a yet to be appointed issuer (a Financial Institution acceptable to the DCSX)

issue Depository Receipts corresponding to the issued and outstanding ordinary shares of the Company though the

DRs will not be evidenced by any certificates With the listing of the Companyrsquos Depository Receipts on the DCSX

the DCSX and its Brokers will register and manage the trading of the DRs The DRs may be traded in the market

but the Company will not and cannot provide any guarantee with respect to their liquidity The Company agrees

that the Company and all the shareholders will submit the complete and accurate information about the shares and

the required Depository Receipts to the Financial Institution that will issue the DRrsquos After the listing the

registration and trading of the Depository Receipts must comply with the laws and regulations of the DCSX and

other relevant regulators

The Company agrees that the Depository Receipt holders have the same rights as registered ordinary shareholders

Meanwhile when the Company holds a general meeting of shareholders the Depository Receipt holders should

also be notified and allowed to exercise the same voting rights as holders of ordinary shares

Listing Cost

The listing fees and all other directly attributed costs (including audit fees legal fees and other professional costs)

associated with the listing are or will be paid by the Company using existing funds

Inquiry

Any inquiry on regarding this Information Memorandum about listings should be directed to the Listing Advisor

(LAD) Shanghai Chucheng Investment Management Co Ltd

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 5: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

4

Certain statements estimates and financial projections included in this Information Memorandum are based on a

variety of assumptions which may or may not prove to be accurate or may be subject to disputes Each potential

investor should independently investigate and analyze the statements estimates and financial projections in the

document The Company does not have any obligation to provide any other information to the recipient of this

Information Memorandum This Information Memorandum does not constitute a recommendation endorsement or

confirmation of the value of the securities being offered

In certain jurisdictions there may be restrictions on the distribution of this Information Memorandum and issuance

of securities Any person who reviews this Information Memorandum and wishes to invest in the securities is

responsible for his or her understanding and compliance with all applicable laws and regulations of any relevant

jurisdictions The potential investors should also understand and ensure compliance with the relevant foreign

exchange and tax regulations applicable to them considering their citizenships residences and other relevant

factors

The Ministry of Finance in Curacao Dutch Caribbean the Central Bank of Curaccedilao and Sint Maarten and the

Dutch Caribbean Securities Exchange (DCSX) or any other countrygovernment authority andor agency of

Curacao are not responsible for any information contained in this Information Memorandum and they do not make

any representations or guarantees to the accuracy or completeness of the Information Memorandum Moreover

neither the content nor the publication of this Information Memorandum is to be taken as an indication of any

approval authorization warranty commitment statement or certification of any countrygovernment

The Company and its Directors and Senior Management are responsible for the authenticity accuracy and

completeness of the content of this Information Memorandum The Listing Advisor (LAD) Shanghai Chucheng

Investment Management Co Ltd mentioned in this Information Memorandum shall not take any responsibility

for the authenticity accuracy or completeness of any information (finance law or other) contained in this

Information Memorandum and does not make any representation or provide any approval commitment statement

certification or guarantee with respect to any information in this Information Memorandum

For the sake of completeness it is reiterated that the securities to be listed by the Company through this Information

Memorandum are the outstanding shares of the Company These shares may and can be replaced on a one to one

basis by listed Depository Receipts (DRrsquos) upon completion of the official issuance of such DRrsquos in full accordance

with the legal and procedural requirements of the issuance and listing of such DRrsquos as demanded by the DCSX

Each Depository Receipt represents one share and each Depository Receipt enjoys all the beneficial rights to each

corresponding share or stock The Depository Receipt is a security that has the same rights in all respects as the

Companys share A separate contract must be agreed upon between the Company and the shareholders specifying

the provisions for Depository Receipt holders and their detailed rights All shares owned by the shareholders of the

Company will be registered as Depository Receipts on the DCSX and in the Brokersrsquo system The Company and

all the shareholders shall undertake the responsibility of submitting all the information and details about shares and

Depository Receipts accurately and completely to the DCSX and Brokers

The DR holders will enjoy benefits on their holdings as if they were shareholders The Companys Depository

Receipt numbers will be consistent with the number of shares Depository Receipts will be reserved in the form of

electronic data The DCSX and Brokers do not have the obligation to issue any Depository Receipts certificates to

the shareholders Only when the shareholders convert their shares to Depository Receipts these can become

tradeable on the DCSX and Brokersrsquo system The DCSX and Brokers will register and manage the Depository

Receipts under the relevant rules The Company promises that during the listing of the Company the DCSX and

its Brokersrsquo records shall prevail

Potential investors should read the full text of this document and be aware that investing in the Company involves

a certain degree of risk Potential investors should also pay special attention to the ldquoRisk Factors and Litigationrdquo

5

section of this Information Memorandum Prospective investors before deciding to invest should carefully

consider all of their risks including financial and tax issues and consult professional advice from their accountants

lawyers and other professional advisors The Company is not in any capacity to recommend or decide whether the

investors can or should invest in the Company For such advice each prospective investor must contact their

independent professional consultant

If you need any further information please consult with your stock brokers and other professional advisors

The date of this Information Memorandum is on September 7th 2018

6

3 Issuer and the List of Institutions Related to the Listing

Issuer

Kanghong International Trade Co Ltd

Vistra Corporate Services Centre

Wickhams Cay II Road Town

Tortola VG1110 British Virgin Islands

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Operating Entity in China

Shidian Kanghong Agricultural Technology Development Co Ltd

Huaxing Industrial Area Youwang Town

Shidian County Baoshan City Yunnan Province China

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Listing Advisor

Shanghai Chucheng Investment Management Co Ltd

Room 601 Huaneng Union Tower

Lane No 958 Lu Jiazui Ring Road Pudong District

Shanghai China

Contact Person Houhai Li

Tel +86-021-31663586

E-mail lihouhaichuchengcapitalcom

Lawyer

Beijing Yingke Law Firm Shanghai Office

Yingke Law Building 181

Jiangchang No3 Road Jing an District

Shanghai China

Contact Person Zhihua Wang

Tel +86-021-36697980

Fax +86-021-36697889

E-mail wangzhihuayingkelawyercom

Auditor

Shanghai Shunzheng CPAs LP

Room 1220 No28 Yuanwen Road

Shanghai China

Contact Person Fengshan Liu

Tel +86-021-62122672

E-mail liufengshan139com

7

4 Company Overview

41 Business Structure

Kanghong International Trade Co Ltd a company incorporated under the laws of the British Virgin Islands is

the company seeking to be listed on DCSX Kanghong International Trade Co Ltd is the owner of 100 of the

outstanding shares of Kanghong International Trade (HK) Co Limited a company incorporated under the laws of

Hong Kong which in turn is the owner of 100 of the outstanding shares of Shanghai Erxing Biotechnology Co

Ltd a company incorporated and organized under the laws of China as a Wholly Owned Foreign Entity (ldquoWOFErdquo)

Shanghai Erxing Biotechnology Co Ltd owns 100 of the outstanding shares of Shidian Kanghong Agricultural

Technology Development Co Ltd (ldquoKHrdquo) which is the operating company in China with assets and business

operations

Kanghong International Trade Co Ltd

(Incorporated in the British Virgin Islands

BVI Company Number 1977961)

Kanghong International Trade (HK) Co Limited (Incorporated in Hong Kong)

Shanghai Erxing Biotechnology Co Ltd (Incorporated in Shanghai City China)

Shidian Kanghong Agricultural Technology Development Co Ltd

(Incorporated in Yunnan Province China)

100 Holding

100 Holding

100 Holding

8

42 About the Company

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo is wholly owned by ldquoKanghong International

Trade Co Ltdrdquo a company incorporated and registered under the laws of the British Virgin Islands ldquoShidian

Kanghong Agricultural Technology Development Co Ltdrdquo is a company incorporated and organized under the

laws of China on January 24th 2013

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo holds a valid business license (Uniformed

Social Credit Code 9153052106555747L) issued by the Bureau of Market Supervision and Administration of

Shidian Town Baoshan City Yunnan Province China on June 27th 2016

Company Name Shidian Kanghong Agricultural Technology Development Co Ltd

Type of Company Limited liability company (Natural person investment or holding)

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Registered Capital RMB 2 million

Date of Establishment January 24th 2013

Operating Period January 24th 2013 to January 24th 2043

Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily

groceries and building materials Import and export trading (Projects need to be approved under the laws and can

only be operated after being approved by relevant governmental authorities)

43 Companyrsquos Operation

Kanghong International Trade Co Ltd through its wholly-owned subsidiary Shidian Kanghong Agricultural

Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is engaged in the research processing and sales

of edible fungi and fungal products KH cultivates the fungal strains sells and delivers the strains to contracted

growers purchases the fungi and then sells the selected fungi and processed products More details about the

Company can be found in Section 6 ldquoBusiness Overviewrdquo of this Information Memorandum Detailed background

information of the Directors and Senior Management Team can be found in Section 8 of this Information

Memorandum

9

Picture 1 The company site of KH

10

5 Terms of the Issuance and Investment Overview

The information provided in this section is a summary of highlights contained elsewhere in this Information

Memorandum and should be reviewed carefully together with other sections before an investment decision is made

Company Nature

The Company is a limited liability company incorporated under the laws in the British Virgin Islands on May 2nd

2018 The Company owns 100 of the shares of its operating entity in China Shidian Kanghong Agricultural

Technology Development Co Ltd As of the submission date of this Information Memorandum the Companyrsquos

shares are not listed on any other stock exchanges The Companyrsquos securities to be listed will be the Depository

Receipts as explained in this Information Memorandum Investing in shares or Depository Receipts or other

securities involves risks and investors should consider the risks involved

Listing Advisor (LAD)

Shanghai Chucheng Investment Management Co Ltd is a Chinese company and has been licensed as a DCSX

Listing Advisor (LAD) by the DCSX The Company has appointed Shanghai Chucheng Investment Management

Co Ltd as its Listing Advisor (LAD) under the Listing Rules of the DCSX The mission of Shanghai Chucheng

Investment Management Co Ltd is to assist the Company in listing the securities of the Company on the DCSX

Shanghai Chucheng Investment Management Co Ltd is not responsible for the authenticity accuracy or

completeness of any information (financial legal or other) contained in this Information Memorandum and it

doesnrsquot make any representation or provide any approval commitment statement certification or guarantee to the

content of this Information Memorandum

Listing on the DCSX and Fund-raising Purposes

As aforementioned the Company intends to apply for listing via issuing Depository Receipts that will replace the

listed shares on a one to one basis With the listing of ultimately the Depository Receipts no new shares will be

issued at this stage In other words the Company is not to raise or receive new funds in connection with this listing

As indicated in the box below the Company may wish to raise funds in the future through an issuance and listing

of its new securities The Company andor its shareholders may in the future wish to trade the Depository Receipts

corresponding to their existing shares through the DCSX The authorized capital of the Company is 100000000

ordinary shares the nominal value of the ordinary shares is 00005 USD per share and the listing price of the shares

is expected to be 04 USD per share The market value of the Company is therefore estimated to be 40000000

USD Projections and calculation on which the market value is based can be found in the second and third parts of

Section 9 (ldquoFinancial Statementsrdquo) of this Information Memorandum

The Company does not preclude the possibility of raising funds through the issuance of new shares in the

future in which case the Company will prepare and publish the relevant and necessary documents and

procedures under the laws or listing rules including the submission of a new Information Memorandum

Sales Period Commitment

Currently Directors on the Companyrsquos Board collectively hold a total of 4335 shares of the outstanding ordinary

shares of the Company To provide potential investors with certain level of comfort toward the long-term

expectation of the Company all Directors of the Company (hereinafter referred to as the ldquorestricted shareholdersrdquo)

have agreed not to trade any of their shares or other securities (if any) of the Company held by them in any form

within 12 months from the date of listing of the Companyrsquos shares on the DCSX andor such shares being able to

11

trade (once converted to Depository Receipts) To ensure compliance of the foregoing agreement and the applicable

laws each restricted shareholder will agree not to sell or distribute the Companyrsquos shares or other securities publicly

or privately and not to convert or exchange the shares or other securities held by them into any other securities

options or rights during the restricted period

However as to the Companyrsquos total issued share capital the restricted commitment mentioned above will not

apply to a possible tender offer An offer to purchase more than 4335 of the Companyrsquos outstanding share

capital will be regarded as a buyout offer and if the Board of Directors decides to accept such offer the share

or other security transaction that the Company and the restricted shareholders enter into therewith will be

exempt from the above commitment provided that such a buyout is approved first by the DCSX

The Stock Options

On the issuing date of this Information Memorandum neither the Company nor the group has any other unrevealed

stock option commitment that has not been disclosed

The RegistrationTransaction of the Depository Receipts

The Company will eventually through a yet to be appointed issuer (a Financial Institution acceptable to the DCSX)

issue Depository Receipts corresponding to the issued and outstanding ordinary shares of the Company though the

DRs will not be evidenced by any certificates With the listing of the Companyrsquos Depository Receipts on the DCSX

the DCSX and its Brokers will register and manage the trading of the DRs The DRs may be traded in the market

but the Company will not and cannot provide any guarantee with respect to their liquidity The Company agrees

that the Company and all the shareholders will submit the complete and accurate information about the shares and

the required Depository Receipts to the Financial Institution that will issue the DRrsquos After the listing the

registration and trading of the Depository Receipts must comply with the laws and regulations of the DCSX and

other relevant regulators

The Company agrees that the Depository Receipt holders have the same rights as registered ordinary shareholders

Meanwhile when the Company holds a general meeting of shareholders the Depository Receipt holders should

also be notified and allowed to exercise the same voting rights as holders of ordinary shares

Listing Cost

The listing fees and all other directly attributed costs (including audit fees legal fees and other professional costs)

associated with the listing are or will be paid by the Company using existing funds

Inquiry

Any inquiry on regarding this Information Memorandum about listings should be directed to the Listing Advisor

(LAD) Shanghai Chucheng Investment Management Co Ltd

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 6: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

5

section of this Information Memorandum Prospective investors before deciding to invest should carefully

consider all of their risks including financial and tax issues and consult professional advice from their accountants

lawyers and other professional advisors The Company is not in any capacity to recommend or decide whether the

investors can or should invest in the Company For such advice each prospective investor must contact their

independent professional consultant

If you need any further information please consult with your stock brokers and other professional advisors

The date of this Information Memorandum is on September 7th 2018

6

3 Issuer and the List of Institutions Related to the Listing

Issuer

Kanghong International Trade Co Ltd

Vistra Corporate Services Centre

Wickhams Cay II Road Town

Tortola VG1110 British Virgin Islands

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Operating Entity in China

Shidian Kanghong Agricultural Technology Development Co Ltd

Huaxing Industrial Area Youwang Town

Shidian County Baoshan City Yunnan Province China

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Listing Advisor

Shanghai Chucheng Investment Management Co Ltd

Room 601 Huaneng Union Tower

Lane No 958 Lu Jiazui Ring Road Pudong District

Shanghai China

Contact Person Houhai Li

Tel +86-021-31663586

E-mail lihouhaichuchengcapitalcom

Lawyer

Beijing Yingke Law Firm Shanghai Office

Yingke Law Building 181

Jiangchang No3 Road Jing an District

Shanghai China

Contact Person Zhihua Wang

Tel +86-021-36697980

Fax +86-021-36697889

E-mail wangzhihuayingkelawyercom

Auditor

Shanghai Shunzheng CPAs LP

Room 1220 No28 Yuanwen Road

Shanghai China

Contact Person Fengshan Liu

Tel +86-021-62122672

E-mail liufengshan139com

7

4 Company Overview

41 Business Structure

Kanghong International Trade Co Ltd a company incorporated under the laws of the British Virgin Islands is

the company seeking to be listed on DCSX Kanghong International Trade Co Ltd is the owner of 100 of the

outstanding shares of Kanghong International Trade (HK) Co Limited a company incorporated under the laws of

Hong Kong which in turn is the owner of 100 of the outstanding shares of Shanghai Erxing Biotechnology Co

Ltd a company incorporated and organized under the laws of China as a Wholly Owned Foreign Entity (ldquoWOFErdquo)

Shanghai Erxing Biotechnology Co Ltd owns 100 of the outstanding shares of Shidian Kanghong Agricultural

Technology Development Co Ltd (ldquoKHrdquo) which is the operating company in China with assets and business

operations

Kanghong International Trade Co Ltd

(Incorporated in the British Virgin Islands

BVI Company Number 1977961)

Kanghong International Trade (HK) Co Limited (Incorporated in Hong Kong)

Shanghai Erxing Biotechnology Co Ltd (Incorporated in Shanghai City China)

Shidian Kanghong Agricultural Technology Development Co Ltd

(Incorporated in Yunnan Province China)

100 Holding

100 Holding

100 Holding

8

42 About the Company

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo is wholly owned by ldquoKanghong International

Trade Co Ltdrdquo a company incorporated and registered under the laws of the British Virgin Islands ldquoShidian

Kanghong Agricultural Technology Development Co Ltdrdquo is a company incorporated and organized under the

laws of China on January 24th 2013

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo holds a valid business license (Uniformed

Social Credit Code 9153052106555747L) issued by the Bureau of Market Supervision and Administration of

Shidian Town Baoshan City Yunnan Province China on June 27th 2016

Company Name Shidian Kanghong Agricultural Technology Development Co Ltd

Type of Company Limited liability company (Natural person investment or holding)

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Registered Capital RMB 2 million

Date of Establishment January 24th 2013

Operating Period January 24th 2013 to January 24th 2043

Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily

groceries and building materials Import and export trading (Projects need to be approved under the laws and can

only be operated after being approved by relevant governmental authorities)

43 Companyrsquos Operation

Kanghong International Trade Co Ltd through its wholly-owned subsidiary Shidian Kanghong Agricultural

Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is engaged in the research processing and sales

of edible fungi and fungal products KH cultivates the fungal strains sells and delivers the strains to contracted

growers purchases the fungi and then sells the selected fungi and processed products More details about the

Company can be found in Section 6 ldquoBusiness Overviewrdquo of this Information Memorandum Detailed background

information of the Directors and Senior Management Team can be found in Section 8 of this Information

Memorandum

9

Picture 1 The company site of KH

10

5 Terms of the Issuance and Investment Overview

The information provided in this section is a summary of highlights contained elsewhere in this Information

Memorandum and should be reviewed carefully together with other sections before an investment decision is made

Company Nature

The Company is a limited liability company incorporated under the laws in the British Virgin Islands on May 2nd

2018 The Company owns 100 of the shares of its operating entity in China Shidian Kanghong Agricultural

Technology Development Co Ltd As of the submission date of this Information Memorandum the Companyrsquos

shares are not listed on any other stock exchanges The Companyrsquos securities to be listed will be the Depository

Receipts as explained in this Information Memorandum Investing in shares or Depository Receipts or other

securities involves risks and investors should consider the risks involved

Listing Advisor (LAD)

Shanghai Chucheng Investment Management Co Ltd is a Chinese company and has been licensed as a DCSX

Listing Advisor (LAD) by the DCSX The Company has appointed Shanghai Chucheng Investment Management

Co Ltd as its Listing Advisor (LAD) under the Listing Rules of the DCSX The mission of Shanghai Chucheng

Investment Management Co Ltd is to assist the Company in listing the securities of the Company on the DCSX

Shanghai Chucheng Investment Management Co Ltd is not responsible for the authenticity accuracy or

completeness of any information (financial legal or other) contained in this Information Memorandum and it

doesnrsquot make any representation or provide any approval commitment statement certification or guarantee to the

content of this Information Memorandum

Listing on the DCSX and Fund-raising Purposes

As aforementioned the Company intends to apply for listing via issuing Depository Receipts that will replace the

listed shares on a one to one basis With the listing of ultimately the Depository Receipts no new shares will be

issued at this stage In other words the Company is not to raise or receive new funds in connection with this listing

As indicated in the box below the Company may wish to raise funds in the future through an issuance and listing

of its new securities The Company andor its shareholders may in the future wish to trade the Depository Receipts

corresponding to their existing shares through the DCSX The authorized capital of the Company is 100000000

ordinary shares the nominal value of the ordinary shares is 00005 USD per share and the listing price of the shares

is expected to be 04 USD per share The market value of the Company is therefore estimated to be 40000000

USD Projections and calculation on which the market value is based can be found in the second and third parts of

Section 9 (ldquoFinancial Statementsrdquo) of this Information Memorandum

The Company does not preclude the possibility of raising funds through the issuance of new shares in the

future in which case the Company will prepare and publish the relevant and necessary documents and

procedures under the laws or listing rules including the submission of a new Information Memorandum

Sales Period Commitment

Currently Directors on the Companyrsquos Board collectively hold a total of 4335 shares of the outstanding ordinary

shares of the Company To provide potential investors with certain level of comfort toward the long-term

expectation of the Company all Directors of the Company (hereinafter referred to as the ldquorestricted shareholdersrdquo)

have agreed not to trade any of their shares or other securities (if any) of the Company held by them in any form

within 12 months from the date of listing of the Companyrsquos shares on the DCSX andor such shares being able to

11

trade (once converted to Depository Receipts) To ensure compliance of the foregoing agreement and the applicable

laws each restricted shareholder will agree not to sell or distribute the Companyrsquos shares or other securities publicly

or privately and not to convert or exchange the shares or other securities held by them into any other securities

options or rights during the restricted period

However as to the Companyrsquos total issued share capital the restricted commitment mentioned above will not

apply to a possible tender offer An offer to purchase more than 4335 of the Companyrsquos outstanding share

capital will be regarded as a buyout offer and if the Board of Directors decides to accept such offer the share

or other security transaction that the Company and the restricted shareholders enter into therewith will be

exempt from the above commitment provided that such a buyout is approved first by the DCSX

The Stock Options

On the issuing date of this Information Memorandum neither the Company nor the group has any other unrevealed

stock option commitment that has not been disclosed

The RegistrationTransaction of the Depository Receipts

The Company will eventually through a yet to be appointed issuer (a Financial Institution acceptable to the DCSX)

issue Depository Receipts corresponding to the issued and outstanding ordinary shares of the Company though the

DRs will not be evidenced by any certificates With the listing of the Companyrsquos Depository Receipts on the DCSX

the DCSX and its Brokers will register and manage the trading of the DRs The DRs may be traded in the market

but the Company will not and cannot provide any guarantee with respect to their liquidity The Company agrees

that the Company and all the shareholders will submit the complete and accurate information about the shares and

the required Depository Receipts to the Financial Institution that will issue the DRrsquos After the listing the

registration and trading of the Depository Receipts must comply with the laws and regulations of the DCSX and

other relevant regulators

The Company agrees that the Depository Receipt holders have the same rights as registered ordinary shareholders

Meanwhile when the Company holds a general meeting of shareholders the Depository Receipt holders should

also be notified and allowed to exercise the same voting rights as holders of ordinary shares

Listing Cost

The listing fees and all other directly attributed costs (including audit fees legal fees and other professional costs)

associated with the listing are or will be paid by the Company using existing funds

Inquiry

Any inquiry on regarding this Information Memorandum about listings should be directed to the Listing Advisor

(LAD) Shanghai Chucheng Investment Management Co Ltd

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 7: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

6

3 Issuer and the List of Institutions Related to the Listing

Issuer

Kanghong International Trade Co Ltd

Vistra Corporate Services Centre

Wickhams Cay II Road Town

Tortola VG1110 British Virgin Islands

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Operating Entity in China

Shidian Kanghong Agricultural Technology Development Co Ltd

Huaxing Industrial Area Youwang Town

Shidian County Baoshan City Yunnan Province China

Contact Person Chun Wang

Tel +86-0875-8867026

E-mail sdkhnykjfzyxgs163com

Listing Advisor

Shanghai Chucheng Investment Management Co Ltd

Room 601 Huaneng Union Tower

Lane No 958 Lu Jiazui Ring Road Pudong District

Shanghai China

Contact Person Houhai Li

Tel +86-021-31663586

E-mail lihouhaichuchengcapitalcom

Lawyer

Beijing Yingke Law Firm Shanghai Office

Yingke Law Building 181

Jiangchang No3 Road Jing an District

Shanghai China

Contact Person Zhihua Wang

Tel +86-021-36697980

Fax +86-021-36697889

E-mail wangzhihuayingkelawyercom

Auditor

Shanghai Shunzheng CPAs LP

Room 1220 No28 Yuanwen Road

Shanghai China

Contact Person Fengshan Liu

Tel +86-021-62122672

E-mail liufengshan139com

7

4 Company Overview

41 Business Structure

Kanghong International Trade Co Ltd a company incorporated under the laws of the British Virgin Islands is

the company seeking to be listed on DCSX Kanghong International Trade Co Ltd is the owner of 100 of the

outstanding shares of Kanghong International Trade (HK) Co Limited a company incorporated under the laws of

Hong Kong which in turn is the owner of 100 of the outstanding shares of Shanghai Erxing Biotechnology Co

Ltd a company incorporated and organized under the laws of China as a Wholly Owned Foreign Entity (ldquoWOFErdquo)

Shanghai Erxing Biotechnology Co Ltd owns 100 of the outstanding shares of Shidian Kanghong Agricultural

Technology Development Co Ltd (ldquoKHrdquo) which is the operating company in China with assets and business

operations

Kanghong International Trade Co Ltd

(Incorporated in the British Virgin Islands

BVI Company Number 1977961)

Kanghong International Trade (HK) Co Limited (Incorporated in Hong Kong)

Shanghai Erxing Biotechnology Co Ltd (Incorporated in Shanghai City China)

Shidian Kanghong Agricultural Technology Development Co Ltd

(Incorporated in Yunnan Province China)

100 Holding

100 Holding

100 Holding

8

42 About the Company

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo is wholly owned by ldquoKanghong International

Trade Co Ltdrdquo a company incorporated and registered under the laws of the British Virgin Islands ldquoShidian

Kanghong Agricultural Technology Development Co Ltdrdquo is a company incorporated and organized under the

laws of China on January 24th 2013

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo holds a valid business license (Uniformed

Social Credit Code 9153052106555747L) issued by the Bureau of Market Supervision and Administration of

Shidian Town Baoshan City Yunnan Province China on June 27th 2016

Company Name Shidian Kanghong Agricultural Technology Development Co Ltd

Type of Company Limited liability company (Natural person investment or holding)

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Registered Capital RMB 2 million

Date of Establishment January 24th 2013

Operating Period January 24th 2013 to January 24th 2043

Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily

groceries and building materials Import and export trading (Projects need to be approved under the laws and can

only be operated after being approved by relevant governmental authorities)

43 Companyrsquos Operation

Kanghong International Trade Co Ltd through its wholly-owned subsidiary Shidian Kanghong Agricultural

Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is engaged in the research processing and sales

of edible fungi and fungal products KH cultivates the fungal strains sells and delivers the strains to contracted

growers purchases the fungi and then sells the selected fungi and processed products More details about the

Company can be found in Section 6 ldquoBusiness Overviewrdquo of this Information Memorandum Detailed background

information of the Directors and Senior Management Team can be found in Section 8 of this Information

Memorandum

9

Picture 1 The company site of KH

10

5 Terms of the Issuance and Investment Overview

The information provided in this section is a summary of highlights contained elsewhere in this Information

Memorandum and should be reviewed carefully together with other sections before an investment decision is made

Company Nature

The Company is a limited liability company incorporated under the laws in the British Virgin Islands on May 2nd

2018 The Company owns 100 of the shares of its operating entity in China Shidian Kanghong Agricultural

Technology Development Co Ltd As of the submission date of this Information Memorandum the Companyrsquos

shares are not listed on any other stock exchanges The Companyrsquos securities to be listed will be the Depository

Receipts as explained in this Information Memorandum Investing in shares or Depository Receipts or other

securities involves risks and investors should consider the risks involved

Listing Advisor (LAD)

Shanghai Chucheng Investment Management Co Ltd is a Chinese company and has been licensed as a DCSX

Listing Advisor (LAD) by the DCSX The Company has appointed Shanghai Chucheng Investment Management

Co Ltd as its Listing Advisor (LAD) under the Listing Rules of the DCSX The mission of Shanghai Chucheng

Investment Management Co Ltd is to assist the Company in listing the securities of the Company on the DCSX

Shanghai Chucheng Investment Management Co Ltd is not responsible for the authenticity accuracy or

completeness of any information (financial legal or other) contained in this Information Memorandum and it

doesnrsquot make any representation or provide any approval commitment statement certification or guarantee to the

content of this Information Memorandum

Listing on the DCSX and Fund-raising Purposes

As aforementioned the Company intends to apply for listing via issuing Depository Receipts that will replace the

listed shares on a one to one basis With the listing of ultimately the Depository Receipts no new shares will be

issued at this stage In other words the Company is not to raise or receive new funds in connection with this listing

As indicated in the box below the Company may wish to raise funds in the future through an issuance and listing

of its new securities The Company andor its shareholders may in the future wish to trade the Depository Receipts

corresponding to their existing shares through the DCSX The authorized capital of the Company is 100000000

ordinary shares the nominal value of the ordinary shares is 00005 USD per share and the listing price of the shares

is expected to be 04 USD per share The market value of the Company is therefore estimated to be 40000000

USD Projections and calculation on which the market value is based can be found in the second and third parts of

Section 9 (ldquoFinancial Statementsrdquo) of this Information Memorandum

The Company does not preclude the possibility of raising funds through the issuance of new shares in the

future in which case the Company will prepare and publish the relevant and necessary documents and

procedures under the laws or listing rules including the submission of a new Information Memorandum

Sales Period Commitment

Currently Directors on the Companyrsquos Board collectively hold a total of 4335 shares of the outstanding ordinary

shares of the Company To provide potential investors with certain level of comfort toward the long-term

expectation of the Company all Directors of the Company (hereinafter referred to as the ldquorestricted shareholdersrdquo)

have agreed not to trade any of their shares or other securities (if any) of the Company held by them in any form

within 12 months from the date of listing of the Companyrsquos shares on the DCSX andor such shares being able to

11

trade (once converted to Depository Receipts) To ensure compliance of the foregoing agreement and the applicable

laws each restricted shareholder will agree not to sell or distribute the Companyrsquos shares or other securities publicly

or privately and not to convert or exchange the shares or other securities held by them into any other securities

options or rights during the restricted period

However as to the Companyrsquos total issued share capital the restricted commitment mentioned above will not

apply to a possible tender offer An offer to purchase more than 4335 of the Companyrsquos outstanding share

capital will be regarded as a buyout offer and if the Board of Directors decides to accept such offer the share

or other security transaction that the Company and the restricted shareholders enter into therewith will be

exempt from the above commitment provided that such a buyout is approved first by the DCSX

The Stock Options

On the issuing date of this Information Memorandum neither the Company nor the group has any other unrevealed

stock option commitment that has not been disclosed

The RegistrationTransaction of the Depository Receipts

The Company will eventually through a yet to be appointed issuer (a Financial Institution acceptable to the DCSX)

issue Depository Receipts corresponding to the issued and outstanding ordinary shares of the Company though the

DRs will not be evidenced by any certificates With the listing of the Companyrsquos Depository Receipts on the DCSX

the DCSX and its Brokers will register and manage the trading of the DRs The DRs may be traded in the market

but the Company will not and cannot provide any guarantee with respect to their liquidity The Company agrees

that the Company and all the shareholders will submit the complete and accurate information about the shares and

the required Depository Receipts to the Financial Institution that will issue the DRrsquos After the listing the

registration and trading of the Depository Receipts must comply with the laws and regulations of the DCSX and

other relevant regulators

The Company agrees that the Depository Receipt holders have the same rights as registered ordinary shareholders

Meanwhile when the Company holds a general meeting of shareholders the Depository Receipt holders should

also be notified and allowed to exercise the same voting rights as holders of ordinary shares

Listing Cost

The listing fees and all other directly attributed costs (including audit fees legal fees and other professional costs)

associated with the listing are or will be paid by the Company using existing funds

Inquiry

Any inquiry on regarding this Information Memorandum about listings should be directed to the Listing Advisor

(LAD) Shanghai Chucheng Investment Management Co Ltd

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 8: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

7

4 Company Overview

41 Business Structure

Kanghong International Trade Co Ltd a company incorporated under the laws of the British Virgin Islands is

the company seeking to be listed on DCSX Kanghong International Trade Co Ltd is the owner of 100 of the

outstanding shares of Kanghong International Trade (HK) Co Limited a company incorporated under the laws of

Hong Kong which in turn is the owner of 100 of the outstanding shares of Shanghai Erxing Biotechnology Co

Ltd a company incorporated and organized under the laws of China as a Wholly Owned Foreign Entity (ldquoWOFErdquo)

Shanghai Erxing Biotechnology Co Ltd owns 100 of the outstanding shares of Shidian Kanghong Agricultural

Technology Development Co Ltd (ldquoKHrdquo) which is the operating company in China with assets and business

operations

Kanghong International Trade Co Ltd

(Incorporated in the British Virgin Islands

BVI Company Number 1977961)

Kanghong International Trade (HK) Co Limited (Incorporated in Hong Kong)

Shanghai Erxing Biotechnology Co Ltd (Incorporated in Shanghai City China)

Shidian Kanghong Agricultural Technology Development Co Ltd

(Incorporated in Yunnan Province China)

100 Holding

100 Holding

100 Holding

8

42 About the Company

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo is wholly owned by ldquoKanghong International

Trade Co Ltdrdquo a company incorporated and registered under the laws of the British Virgin Islands ldquoShidian

Kanghong Agricultural Technology Development Co Ltdrdquo is a company incorporated and organized under the

laws of China on January 24th 2013

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo holds a valid business license (Uniformed

Social Credit Code 9153052106555747L) issued by the Bureau of Market Supervision and Administration of

Shidian Town Baoshan City Yunnan Province China on June 27th 2016

Company Name Shidian Kanghong Agricultural Technology Development Co Ltd

Type of Company Limited liability company (Natural person investment or holding)

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Registered Capital RMB 2 million

Date of Establishment January 24th 2013

Operating Period January 24th 2013 to January 24th 2043

Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily

groceries and building materials Import and export trading (Projects need to be approved under the laws and can

only be operated after being approved by relevant governmental authorities)

43 Companyrsquos Operation

Kanghong International Trade Co Ltd through its wholly-owned subsidiary Shidian Kanghong Agricultural

Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is engaged in the research processing and sales

of edible fungi and fungal products KH cultivates the fungal strains sells and delivers the strains to contracted

growers purchases the fungi and then sells the selected fungi and processed products More details about the

Company can be found in Section 6 ldquoBusiness Overviewrdquo of this Information Memorandum Detailed background

information of the Directors and Senior Management Team can be found in Section 8 of this Information

Memorandum

9

Picture 1 The company site of KH

10

5 Terms of the Issuance and Investment Overview

The information provided in this section is a summary of highlights contained elsewhere in this Information

Memorandum and should be reviewed carefully together with other sections before an investment decision is made

Company Nature

The Company is a limited liability company incorporated under the laws in the British Virgin Islands on May 2nd

2018 The Company owns 100 of the shares of its operating entity in China Shidian Kanghong Agricultural

Technology Development Co Ltd As of the submission date of this Information Memorandum the Companyrsquos

shares are not listed on any other stock exchanges The Companyrsquos securities to be listed will be the Depository

Receipts as explained in this Information Memorandum Investing in shares or Depository Receipts or other

securities involves risks and investors should consider the risks involved

Listing Advisor (LAD)

Shanghai Chucheng Investment Management Co Ltd is a Chinese company and has been licensed as a DCSX

Listing Advisor (LAD) by the DCSX The Company has appointed Shanghai Chucheng Investment Management

Co Ltd as its Listing Advisor (LAD) under the Listing Rules of the DCSX The mission of Shanghai Chucheng

Investment Management Co Ltd is to assist the Company in listing the securities of the Company on the DCSX

Shanghai Chucheng Investment Management Co Ltd is not responsible for the authenticity accuracy or

completeness of any information (financial legal or other) contained in this Information Memorandum and it

doesnrsquot make any representation or provide any approval commitment statement certification or guarantee to the

content of this Information Memorandum

Listing on the DCSX and Fund-raising Purposes

As aforementioned the Company intends to apply for listing via issuing Depository Receipts that will replace the

listed shares on a one to one basis With the listing of ultimately the Depository Receipts no new shares will be

issued at this stage In other words the Company is not to raise or receive new funds in connection with this listing

As indicated in the box below the Company may wish to raise funds in the future through an issuance and listing

of its new securities The Company andor its shareholders may in the future wish to trade the Depository Receipts

corresponding to their existing shares through the DCSX The authorized capital of the Company is 100000000

ordinary shares the nominal value of the ordinary shares is 00005 USD per share and the listing price of the shares

is expected to be 04 USD per share The market value of the Company is therefore estimated to be 40000000

USD Projections and calculation on which the market value is based can be found in the second and third parts of

Section 9 (ldquoFinancial Statementsrdquo) of this Information Memorandum

The Company does not preclude the possibility of raising funds through the issuance of new shares in the

future in which case the Company will prepare and publish the relevant and necessary documents and

procedures under the laws or listing rules including the submission of a new Information Memorandum

Sales Period Commitment

Currently Directors on the Companyrsquos Board collectively hold a total of 4335 shares of the outstanding ordinary

shares of the Company To provide potential investors with certain level of comfort toward the long-term

expectation of the Company all Directors of the Company (hereinafter referred to as the ldquorestricted shareholdersrdquo)

have agreed not to trade any of their shares or other securities (if any) of the Company held by them in any form

within 12 months from the date of listing of the Companyrsquos shares on the DCSX andor such shares being able to

11

trade (once converted to Depository Receipts) To ensure compliance of the foregoing agreement and the applicable

laws each restricted shareholder will agree not to sell or distribute the Companyrsquos shares or other securities publicly

or privately and not to convert or exchange the shares or other securities held by them into any other securities

options or rights during the restricted period

However as to the Companyrsquos total issued share capital the restricted commitment mentioned above will not

apply to a possible tender offer An offer to purchase more than 4335 of the Companyrsquos outstanding share

capital will be regarded as a buyout offer and if the Board of Directors decides to accept such offer the share

or other security transaction that the Company and the restricted shareholders enter into therewith will be

exempt from the above commitment provided that such a buyout is approved first by the DCSX

The Stock Options

On the issuing date of this Information Memorandum neither the Company nor the group has any other unrevealed

stock option commitment that has not been disclosed

The RegistrationTransaction of the Depository Receipts

The Company will eventually through a yet to be appointed issuer (a Financial Institution acceptable to the DCSX)

issue Depository Receipts corresponding to the issued and outstanding ordinary shares of the Company though the

DRs will not be evidenced by any certificates With the listing of the Companyrsquos Depository Receipts on the DCSX

the DCSX and its Brokers will register and manage the trading of the DRs The DRs may be traded in the market

but the Company will not and cannot provide any guarantee with respect to their liquidity The Company agrees

that the Company and all the shareholders will submit the complete and accurate information about the shares and

the required Depository Receipts to the Financial Institution that will issue the DRrsquos After the listing the

registration and trading of the Depository Receipts must comply with the laws and regulations of the DCSX and

other relevant regulators

The Company agrees that the Depository Receipt holders have the same rights as registered ordinary shareholders

Meanwhile when the Company holds a general meeting of shareholders the Depository Receipt holders should

also be notified and allowed to exercise the same voting rights as holders of ordinary shares

Listing Cost

The listing fees and all other directly attributed costs (including audit fees legal fees and other professional costs)

associated with the listing are or will be paid by the Company using existing funds

Inquiry

Any inquiry on regarding this Information Memorandum about listings should be directed to the Listing Advisor

(LAD) Shanghai Chucheng Investment Management Co Ltd

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 9: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

8

42 About the Company

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo is wholly owned by ldquoKanghong International

Trade Co Ltdrdquo a company incorporated and registered under the laws of the British Virgin Islands ldquoShidian

Kanghong Agricultural Technology Development Co Ltdrdquo is a company incorporated and organized under the

laws of China on January 24th 2013

ldquoShidian Kanghong Agricultural Technology Development Co Ltdrdquo holds a valid business license (Uniformed

Social Credit Code 9153052106555747L) issued by the Bureau of Market Supervision and Administration of

Shidian Town Baoshan City Yunnan Province China on June 27th 2016

Company Name Shidian Kanghong Agricultural Technology Development Co Ltd

Type of Company Limited liability company (Natural person investment or holding)

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Registered Capital RMB 2 million

Date of Establishment January 24th 2013

Operating Period January 24th 2013 to January 24th 2043

Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily

groceries and building materials Import and export trading (Projects need to be approved under the laws and can

only be operated after being approved by relevant governmental authorities)

43 Companyrsquos Operation

Kanghong International Trade Co Ltd through its wholly-owned subsidiary Shidian Kanghong Agricultural

Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is engaged in the research processing and sales

of edible fungi and fungal products KH cultivates the fungal strains sells and delivers the strains to contracted

growers purchases the fungi and then sells the selected fungi and processed products More details about the

Company can be found in Section 6 ldquoBusiness Overviewrdquo of this Information Memorandum Detailed background

information of the Directors and Senior Management Team can be found in Section 8 of this Information

Memorandum

9

Picture 1 The company site of KH

10

5 Terms of the Issuance and Investment Overview

The information provided in this section is a summary of highlights contained elsewhere in this Information

Memorandum and should be reviewed carefully together with other sections before an investment decision is made

Company Nature

The Company is a limited liability company incorporated under the laws in the British Virgin Islands on May 2nd

2018 The Company owns 100 of the shares of its operating entity in China Shidian Kanghong Agricultural

Technology Development Co Ltd As of the submission date of this Information Memorandum the Companyrsquos

shares are not listed on any other stock exchanges The Companyrsquos securities to be listed will be the Depository

Receipts as explained in this Information Memorandum Investing in shares or Depository Receipts or other

securities involves risks and investors should consider the risks involved

Listing Advisor (LAD)

Shanghai Chucheng Investment Management Co Ltd is a Chinese company and has been licensed as a DCSX

Listing Advisor (LAD) by the DCSX The Company has appointed Shanghai Chucheng Investment Management

Co Ltd as its Listing Advisor (LAD) under the Listing Rules of the DCSX The mission of Shanghai Chucheng

Investment Management Co Ltd is to assist the Company in listing the securities of the Company on the DCSX

Shanghai Chucheng Investment Management Co Ltd is not responsible for the authenticity accuracy or

completeness of any information (financial legal or other) contained in this Information Memorandum and it

doesnrsquot make any representation or provide any approval commitment statement certification or guarantee to the

content of this Information Memorandum

Listing on the DCSX and Fund-raising Purposes

As aforementioned the Company intends to apply for listing via issuing Depository Receipts that will replace the

listed shares on a one to one basis With the listing of ultimately the Depository Receipts no new shares will be

issued at this stage In other words the Company is not to raise or receive new funds in connection with this listing

As indicated in the box below the Company may wish to raise funds in the future through an issuance and listing

of its new securities The Company andor its shareholders may in the future wish to trade the Depository Receipts

corresponding to their existing shares through the DCSX The authorized capital of the Company is 100000000

ordinary shares the nominal value of the ordinary shares is 00005 USD per share and the listing price of the shares

is expected to be 04 USD per share The market value of the Company is therefore estimated to be 40000000

USD Projections and calculation on which the market value is based can be found in the second and third parts of

Section 9 (ldquoFinancial Statementsrdquo) of this Information Memorandum

The Company does not preclude the possibility of raising funds through the issuance of new shares in the

future in which case the Company will prepare and publish the relevant and necessary documents and

procedures under the laws or listing rules including the submission of a new Information Memorandum

Sales Period Commitment

Currently Directors on the Companyrsquos Board collectively hold a total of 4335 shares of the outstanding ordinary

shares of the Company To provide potential investors with certain level of comfort toward the long-term

expectation of the Company all Directors of the Company (hereinafter referred to as the ldquorestricted shareholdersrdquo)

have agreed not to trade any of their shares or other securities (if any) of the Company held by them in any form

within 12 months from the date of listing of the Companyrsquos shares on the DCSX andor such shares being able to

11

trade (once converted to Depository Receipts) To ensure compliance of the foregoing agreement and the applicable

laws each restricted shareholder will agree not to sell or distribute the Companyrsquos shares or other securities publicly

or privately and not to convert or exchange the shares or other securities held by them into any other securities

options or rights during the restricted period

However as to the Companyrsquos total issued share capital the restricted commitment mentioned above will not

apply to a possible tender offer An offer to purchase more than 4335 of the Companyrsquos outstanding share

capital will be regarded as a buyout offer and if the Board of Directors decides to accept such offer the share

or other security transaction that the Company and the restricted shareholders enter into therewith will be

exempt from the above commitment provided that such a buyout is approved first by the DCSX

The Stock Options

On the issuing date of this Information Memorandum neither the Company nor the group has any other unrevealed

stock option commitment that has not been disclosed

The RegistrationTransaction of the Depository Receipts

The Company will eventually through a yet to be appointed issuer (a Financial Institution acceptable to the DCSX)

issue Depository Receipts corresponding to the issued and outstanding ordinary shares of the Company though the

DRs will not be evidenced by any certificates With the listing of the Companyrsquos Depository Receipts on the DCSX

the DCSX and its Brokers will register and manage the trading of the DRs The DRs may be traded in the market

but the Company will not and cannot provide any guarantee with respect to their liquidity The Company agrees

that the Company and all the shareholders will submit the complete and accurate information about the shares and

the required Depository Receipts to the Financial Institution that will issue the DRrsquos After the listing the

registration and trading of the Depository Receipts must comply with the laws and regulations of the DCSX and

other relevant regulators

The Company agrees that the Depository Receipt holders have the same rights as registered ordinary shareholders

Meanwhile when the Company holds a general meeting of shareholders the Depository Receipt holders should

also be notified and allowed to exercise the same voting rights as holders of ordinary shares

Listing Cost

The listing fees and all other directly attributed costs (including audit fees legal fees and other professional costs)

associated with the listing are or will be paid by the Company using existing funds

Inquiry

Any inquiry on regarding this Information Memorandum about listings should be directed to the Listing Advisor

(LAD) Shanghai Chucheng Investment Management Co Ltd

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 10: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

9

Picture 1 The company site of KH

10

5 Terms of the Issuance and Investment Overview

The information provided in this section is a summary of highlights contained elsewhere in this Information

Memorandum and should be reviewed carefully together with other sections before an investment decision is made

Company Nature

The Company is a limited liability company incorporated under the laws in the British Virgin Islands on May 2nd

2018 The Company owns 100 of the shares of its operating entity in China Shidian Kanghong Agricultural

Technology Development Co Ltd As of the submission date of this Information Memorandum the Companyrsquos

shares are not listed on any other stock exchanges The Companyrsquos securities to be listed will be the Depository

Receipts as explained in this Information Memorandum Investing in shares or Depository Receipts or other

securities involves risks and investors should consider the risks involved

Listing Advisor (LAD)

Shanghai Chucheng Investment Management Co Ltd is a Chinese company and has been licensed as a DCSX

Listing Advisor (LAD) by the DCSX The Company has appointed Shanghai Chucheng Investment Management

Co Ltd as its Listing Advisor (LAD) under the Listing Rules of the DCSX The mission of Shanghai Chucheng

Investment Management Co Ltd is to assist the Company in listing the securities of the Company on the DCSX

Shanghai Chucheng Investment Management Co Ltd is not responsible for the authenticity accuracy or

completeness of any information (financial legal or other) contained in this Information Memorandum and it

doesnrsquot make any representation or provide any approval commitment statement certification or guarantee to the

content of this Information Memorandum

Listing on the DCSX and Fund-raising Purposes

As aforementioned the Company intends to apply for listing via issuing Depository Receipts that will replace the

listed shares on a one to one basis With the listing of ultimately the Depository Receipts no new shares will be

issued at this stage In other words the Company is not to raise or receive new funds in connection with this listing

As indicated in the box below the Company may wish to raise funds in the future through an issuance and listing

of its new securities The Company andor its shareholders may in the future wish to trade the Depository Receipts

corresponding to their existing shares through the DCSX The authorized capital of the Company is 100000000

ordinary shares the nominal value of the ordinary shares is 00005 USD per share and the listing price of the shares

is expected to be 04 USD per share The market value of the Company is therefore estimated to be 40000000

USD Projections and calculation on which the market value is based can be found in the second and third parts of

Section 9 (ldquoFinancial Statementsrdquo) of this Information Memorandum

The Company does not preclude the possibility of raising funds through the issuance of new shares in the

future in which case the Company will prepare and publish the relevant and necessary documents and

procedures under the laws or listing rules including the submission of a new Information Memorandum

Sales Period Commitment

Currently Directors on the Companyrsquos Board collectively hold a total of 4335 shares of the outstanding ordinary

shares of the Company To provide potential investors with certain level of comfort toward the long-term

expectation of the Company all Directors of the Company (hereinafter referred to as the ldquorestricted shareholdersrdquo)

have agreed not to trade any of their shares or other securities (if any) of the Company held by them in any form

within 12 months from the date of listing of the Companyrsquos shares on the DCSX andor such shares being able to

11

trade (once converted to Depository Receipts) To ensure compliance of the foregoing agreement and the applicable

laws each restricted shareholder will agree not to sell or distribute the Companyrsquos shares or other securities publicly

or privately and not to convert or exchange the shares or other securities held by them into any other securities

options or rights during the restricted period

However as to the Companyrsquos total issued share capital the restricted commitment mentioned above will not

apply to a possible tender offer An offer to purchase more than 4335 of the Companyrsquos outstanding share

capital will be regarded as a buyout offer and if the Board of Directors decides to accept such offer the share

or other security transaction that the Company and the restricted shareholders enter into therewith will be

exempt from the above commitment provided that such a buyout is approved first by the DCSX

The Stock Options

On the issuing date of this Information Memorandum neither the Company nor the group has any other unrevealed

stock option commitment that has not been disclosed

The RegistrationTransaction of the Depository Receipts

The Company will eventually through a yet to be appointed issuer (a Financial Institution acceptable to the DCSX)

issue Depository Receipts corresponding to the issued and outstanding ordinary shares of the Company though the

DRs will not be evidenced by any certificates With the listing of the Companyrsquos Depository Receipts on the DCSX

the DCSX and its Brokers will register and manage the trading of the DRs The DRs may be traded in the market

but the Company will not and cannot provide any guarantee with respect to their liquidity The Company agrees

that the Company and all the shareholders will submit the complete and accurate information about the shares and

the required Depository Receipts to the Financial Institution that will issue the DRrsquos After the listing the

registration and trading of the Depository Receipts must comply with the laws and regulations of the DCSX and

other relevant regulators

The Company agrees that the Depository Receipt holders have the same rights as registered ordinary shareholders

Meanwhile when the Company holds a general meeting of shareholders the Depository Receipt holders should

also be notified and allowed to exercise the same voting rights as holders of ordinary shares

Listing Cost

The listing fees and all other directly attributed costs (including audit fees legal fees and other professional costs)

associated with the listing are or will be paid by the Company using existing funds

Inquiry

Any inquiry on regarding this Information Memorandum about listings should be directed to the Listing Advisor

(LAD) Shanghai Chucheng Investment Management Co Ltd

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 11: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

10

5 Terms of the Issuance and Investment Overview

The information provided in this section is a summary of highlights contained elsewhere in this Information

Memorandum and should be reviewed carefully together with other sections before an investment decision is made

Company Nature

The Company is a limited liability company incorporated under the laws in the British Virgin Islands on May 2nd

2018 The Company owns 100 of the shares of its operating entity in China Shidian Kanghong Agricultural

Technology Development Co Ltd As of the submission date of this Information Memorandum the Companyrsquos

shares are not listed on any other stock exchanges The Companyrsquos securities to be listed will be the Depository

Receipts as explained in this Information Memorandum Investing in shares or Depository Receipts or other

securities involves risks and investors should consider the risks involved

Listing Advisor (LAD)

Shanghai Chucheng Investment Management Co Ltd is a Chinese company and has been licensed as a DCSX

Listing Advisor (LAD) by the DCSX The Company has appointed Shanghai Chucheng Investment Management

Co Ltd as its Listing Advisor (LAD) under the Listing Rules of the DCSX The mission of Shanghai Chucheng

Investment Management Co Ltd is to assist the Company in listing the securities of the Company on the DCSX

Shanghai Chucheng Investment Management Co Ltd is not responsible for the authenticity accuracy or

completeness of any information (financial legal or other) contained in this Information Memorandum and it

doesnrsquot make any representation or provide any approval commitment statement certification or guarantee to the

content of this Information Memorandum

Listing on the DCSX and Fund-raising Purposes

As aforementioned the Company intends to apply for listing via issuing Depository Receipts that will replace the

listed shares on a one to one basis With the listing of ultimately the Depository Receipts no new shares will be

issued at this stage In other words the Company is not to raise or receive new funds in connection with this listing

As indicated in the box below the Company may wish to raise funds in the future through an issuance and listing

of its new securities The Company andor its shareholders may in the future wish to trade the Depository Receipts

corresponding to their existing shares through the DCSX The authorized capital of the Company is 100000000

ordinary shares the nominal value of the ordinary shares is 00005 USD per share and the listing price of the shares

is expected to be 04 USD per share The market value of the Company is therefore estimated to be 40000000

USD Projections and calculation on which the market value is based can be found in the second and third parts of

Section 9 (ldquoFinancial Statementsrdquo) of this Information Memorandum

The Company does not preclude the possibility of raising funds through the issuance of new shares in the

future in which case the Company will prepare and publish the relevant and necessary documents and

procedures under the laws or listing rules including the submission of a new Information Memorandum

Sales Period Commitment

Currently Directors on the Companyrsquos Board collectively hold a total of 4335 shares of the outstanding ordinary

shares of the Company To provide potential investors with certain level of comfort toward the long-term

expectation of the Company all Directors of the Company (hereinafter referred to as the ldquorestricted shareholdersrdquo)

have agreed not to trade any of their shares or other securities (if any) of the Company held by them in any form

within 12 months from the date of listing of the Companyrsquos shares on the DCSX andor such shares being able to

11

trade (once converted to Depository Receipts) To ensure compliance of the foregoing agreement and the applicable

laws each restricted shareholder will agree not to sell or distribute the Companyrsquos shares or other securities publicly

or privately and not to convert or exchange the shares or other securities held by them into any other securities

options or rights during the restricted period

However as to the Companyrsquos total issued share capital the restricted commitment mentioned above will not

apply to a possible tender offer An offer to purchase more than 4335 of the Companyrsquos outstanding share

capital will be regarded as a buyout offer and if the Board of Directors decides to accept such offer the share

or other security transaction that the Company and the restricted shareholders enter into therewith will be

exempt from the above commitment provided that such a buyout is approved first by the DCSX

The Stock Options

On the issuing date of this Information Memorandum neither the Company nor the group has any other unrevealed

stock option commitment that has not been disclosed

The RegistrationTransaction of the Depository Receipts

The Company will eventually through a yet to be appointed issuer (a Financial Institution acceptable to the DCSX)

issue Depository Receipts corresponding to the issued and outstanding ordinary shares of the Company though the

DRs will not be evidenced by any certificates With the listing of the Companyrsquos Depository Receipts on the DCSX

the DCSX and its Brokers will register and manage the trading of the DRs The DRs may be traded in the market

but the Company will not and cannot provide any guarantee with respect to their liquidity The Company agrees

that the Company and all the shareholders will submit the complete and accurate information about the shares and

the required Depository Receipts to the Financial Institution that will issue the DRrsquos After the listing the

registration and trading of the Depository Receipts must comply with the laws and regulations of the DCSX and

other relevant regulators

The Company agrees that the Depository Receipt holders have the same rights as registered ordinary shareholders

Meanwhile when the Company holds a general meeting of shareholders the Depository Receipt holders should

also be notified and allowed to exercise the same voting rights as holders of ordinary shares

Listing Cost

The listing fees and all other directly attributed costs (including audit fees legal fees and other professional costs)

associated with the listing are or will be paid by the Company using existing funds

Inquiry

Any inquiry on regarding this Information Memorandum about listings should be directed to the Listing Advisor

(LAD) Shanghai Chucheng Investment Management Co Ltd

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 12: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

11

trade (once converted to Depository Receipts) To ensure compliance of the foregoing agreement and the applicable

laws each restricted shareholder will agree not to sell or distribute the Companyrsquos shares or other securities publicly

or privately and not to convert or exchange the shares or other securities held by them into any other securities

options or rights during the restricted period

However as to the Companyrsquos total issued share capital the restricted commitment mentioned above will not

apply to a possible tender offer An offer to purchase more than 4335 of the Companyrsquos outstanding share

capital will be regarded as a buyout offer and if the Board of Directors decides to accept such offer the share

or other security transaction that the Company and the restricted shareholders enter into therewith will be

exempt from the above commitment provided that such a buyout is approved first by the DCSX

The Stock Options

On the issuing date of this Information Memorandum neither the Company nor the group has any other unrevealed

stock option commitment that has not been disclosed

The RegistrationTransaction of the Depository Receipts

The Company will eventually through a yet to be appointed issuer (a Financial Institution acceptable to the DCSX)

issue Depository Receipts corresponding to the issued and outstanding ordinary shares of the Company though the

DRs will not be evidenced by any certificates With the listing of the Companyrsquos Depository Receipts on the DCSX

the DCSX and its Brokers will register and manage the trading of the DRs The DRs may be traded in the market

but the Company will not and cannot provide any guarantee with respect to their liquidity The Company agrees

that the Company and all the shareholders will submit the complete and accurate information about the shares and

the required Depository Receipts to the Financial Institution that will issue the DRrsquos After the listing the

registration and trading of the Depository Receipts must comply with the laws and regulations of the DCSX and

other relevant regulators

The Company agrees that the Depository Receipt holders have the same rights as registered ordinary shareholders

Meanwhile when the Company holds a general meeting of shareholders the Depository Receipt holders should

also be notified and allowed to exercise the same voting rights as holders of ordinary shares

Listing Cost

The listing fees and all other directly attributed costs (including audit fees legal fees and other professional costs)

associated with the listing are or will be paid by the Company using existing funds

Inquiry

Any inquiry on regarding this Information Memorandum about listings should be directed to the Listing Advisor

(LAD) Shanghai Chucheng Investment Management Co Ltd

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 13: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

12

6 Business Overview

61 Executive Summary

Shidian Kanghong Agricultural Technology Development Co Ltd (hereafter referred as ldquoKHrdquo) is registered in

Shidian Town Baoshan City Yunnan Province China established on January 24th 2013 with the registered capital

of RMB 2 million

KHrsquos main business is to cultivate fungal strains process edible fungi sell fungi and processed products KH

cooperates with local farmers It provides fungal strains to contracted growers who then plant the strains After

harvesting with preliminary processing such as drying KH purchases the dried fungi from the growers The dried

fungi are ready for sale or will be further processed into products such as black fungus noodle and black fungus

powder etc

Through the cooperation with growers KH not only decreases its business cost but also promotes the local

economy At its very inception KH set up a great goal of ldquoleading the entire village to a better liferdquo Through the

years KH hass consistently pursued this goal by helping local farmers to learn advanced agricultural technology

providing them with good fungal species funding local schools and improving local facilities

KH has won several important recognitions and awards as a result of its professional and outstanding performance

in the field of edible fungi production It was identified as a ldquoScientific amp Technological Small amp Medium

Enterprise of Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named

as ldquothe Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in

2015 The plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial

departments and has been used as the research center for experts from Chinese Academy of Sciences and Yunnan

Province

KH attaches great importance to product quality and innovation as well as brand development KH holds 1 patent

for invention 2 patents for package designing and 8 patents for practical innovation One of its products Mulberry

Branch Black Fungus has been recognized as an ldquoImportant Innovative Product of Yunnan Provincerdquo by Yunnan

Provincial Science and Technology Department since 2015 KH also holds a registered trademark ldquoFatty Surdquo

(Registered Number 14219423) for its products KH aims to develop ldquoFatty Surdquo to a well-known fungus brand in

China and ensure that customers from all over China could enjoy ldquothe gift from nature and the taste of forestrdquo

Adhering to the core values of ldquoPersistence Integrity Hard-working and Sticking to the original goalrdquo and the

operation principle of ldquoEnsuring the company employees growers and customers to all benefit from our businessrdquo

KH is consistently developing itself to become a better company with greater social responsibility

Development History

Throughout its development history KH has been expanding its business step by step

On January 24th 2013 Mr Yan Su and Mr Guangbiao Wu established and incorporated Shidian Kanghong

Agricultural Technology Development Co Ltd aiming to lead the whole village to a better life At the very

beginning KH only had a temporary factory without much equipment or facilities for large-scale production

Lacking experience and technical supervision the first batch of black fungal strains were infected and did not result

in any fungi

In 2014 after the above setback Mr Su and Mr Wu borrowed money from their families and friends to build

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 14: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

13

factories and install facilities They also hired two technicians from Zhejiang Province to supervise the entire

production process However due to a flood in the planting base and extreme weathers 157 million fungal strains

were heavily damaged The direct economic loss was up to RMB 52 million

Having learnt from past failures Mr Su realized that the most important aspect in fungal planting is technology

Therefore in 2015 Mr Su did considerable researches in the black fungi industry sought and received great

support from Kunming Edible Fungi Research Institute and hired experienced experts to form a technology team

The team successfully cultivated a black fungal strain that suits the climate and weather conditions in Yunnan and

won the Third Place Award in the Agriculture Group of Yunnan Innovative Entrepreneur Competition

Backed by a solid technology team KH has gradually grown from a start-up to a big company that shoulders

significant social responsibility as well as offers a variety of products

62 Products and Services

Auricularia auricula-judae commonly known as Jewrsquos ear wood ear jelly ear or black fungus is a species of

edible fungus which is widely consumed in China as it is used in both Chinese cuisine and Chinese medicine Black

fungus has a mild flavor and is rich in protein carbohydrates and minerals Several researches also indicated that

two glucans isolated from black fungus showed potent antitumor properties Black fungus can be dried and

rehydrated Dried fungi can be preserved for a long period of time and still retain nutritional contents and the

original flavor once rehydrated It can also be used as an ingredient to produce other popular food products

Shidian Town lies at the southern part of Hengduan Mountains next to Nujiang River With favorable climate and

abundant natural resources Shidian is a great place to grow black fungus and to set up plantations KH takes great

advantage of these conditions and has built up its business there

KH provides a range of fungal products to consumers including 1) Mulberry Branch Black Fungus 2) Black

Fungus Essence Powder and 3) Black Fungus Noodle

Mulberry Branch Black Fungus

Mulberry Branch Black Fungus is the organic black fungus growing from mulberry trees without using any

fertilizers or pesticides According to two quality tests conducted by Supervision and Testing Center for Edible

Fungi Quality (Shanghai) Ministry of Agriculture (Test Report Number 2014-W2560G 2014-W2561G)

compared with black fungi growing from other common wood (containing 141g of protein and 741g of glucan

per 100g sample) mulberry branch black fungus has higher nutritional value for it contains more protein and

glucans (147g of protein and 82g of glucan per 100g sample) For this product KH offers several different

packages such as gift box and paper bag to cater to different customer groups This product is produced by KH at

its own facilities

Picture 2 Mulberry Branch Black Fungus

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 15: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

14

Black Fungus Essence Powder

Ground to a grain size of 48 microm by ultra-micro grinder under the temperature of -27degC black fungi are turned to

essence powder Since this method breaks down the cell walls of black fungi the nutritional contents are fully

released Since this process is operated under an extremely low temperature the nutritional value is very well

preserved Therefore consumers can take in the nutrients of black fungi more easily by taking this essence powder

This product is produced by Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) and has

passed the quality test conducted by Yunnan Yunce Quality Testing Co Ltd (Test Report Number YC1803217)

KH has signed a contract with Zhongyuan KH provides raw materials and pays the processing fee to Zhongyuan

Picture 3 Black Fungus Essence Powder

Black Fungus Noodle

Black fungus noodle is made from black fungus powder and high-quality wheat flour Noodle is a common staple

for Chinese consumers Since this product contains black fungus powder it has higher nutritional value compared

with ordinary noodles and has therefore become popular among consumers This product is produced by Longyang

Yongda Food Product Processing Factory (hereafter referred as Yongda) and has passed the quality test conducted

by Yunnan Institute of Product Quality Supervision amp Inspection (Test Report Number SP201800470) KH has

signed a contract with Yongda under which KH provides raw materials and pays the processing fee to Yongda

Picture 4 Black Fungus Noodle

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 16: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

15

63 Marketing Strategy

KHrsquos basic marketing principles are ldquoTo spread knowledge and green concepts To provide well-rounded product

series and To stay up-to-date and innovativerdquo

Specifically first KH not only sells its products but also actively spread the knowledge about the medical and

nutritional functions of black fungus and the idea of sustainable development to the public via multiple channels

Second KH has identified different customer groups according to their preferences and consumption habits and

provide different types of products to each group For example ordinary housewives prefer products with low

prices wealthy people prefer well-packaged and high-end products elderly people are more interested in products

that will be beneficial to their health KHrsquos products also have different packages and prices to cater to different

situation For example products in normal size and normal package are targeted at customers who will consume

the products themselves products in delicate packages could be a great gift to clients and guests products in large

packages are targeted at restaurants and canteens

Third KH employs three types of sales channels which not only cover the traditional approaches but also innovative

ones The first type is the traditional channel KH cooperates with distributors and sales agents to sell products KH

also cooperates with several local schools to provide nutritious lunch for students In this way KH has built up a

good reputation which indirectly promotes its brand and sales The second type is the online channel KH has built

up partnership with ulecom to distribute its products and is setting up its online store and a platform on its official

account of WeChat Also KH is actively contacting Tmallcom and jdcom to get access to a bigger customer group

The third type is new retail channel KH will set up experience restaurants called ldquoWood Ear Societyrdquo to further

promote its products and health concepts In these restaurants customers could not only purchase the products

mentioned in the previous part but also could taste more food and dishes cooked with black fungi such as black

fungus noodle black fungus pho black fungus dumpling and black fungus steam bun Customers could dine in

take away the food they order or have it delivered to their homes These dishes will be cooked in a centralized

kitchen and then delivered to each restaurant which will ensure food quality and food safety

Picture 5 KHrsquos Online Store

Forth KH has also set up an after-sale service system to maintain customer relationship KH will invite each

customer to register in its system and then analyze their consumption habits in order to gain a better understanding

of their preferences and apply personalized promotion strategies Also KH will organize training for its sales staff

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 17: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

16

distributors and sales agents on which they would not only learn product information but also nutrition knowledge

and the idea of sustainable development

Fifth KH has drawn up a promotion plan to promote its brand ldquoFatty Surdquo in three stages The first stage is Warm-

up which is from January 2018 to December 2018 In this stage KH will introduce the concept of ldquoHealthy Liferdquo

to customers and the public via advertisements on mass media The second stage is Heat-up which is expected to

be from January 2019 to December 2019 In this stage KH will continuously promote the brand and the concept

by employing more advertising channels and platforms for example advertisements in railway stations airports

and TV programs The third stage is Heat-preserving which is expected to start from January 2020 In this stage

KH will keep the brand image active by regular promotion

In short KH applies multi-tiered plans and strategies to expand the market more efficiently and quickly

Picture 6 the Design Sketch of ldquoWood Ear Societyrdquo

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 18: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

17

64 Development Strategy

As a company with strong sense of social responsibility KH not only aims to develop itself but also strives to

promote the economic growth in Shidian Town To achieve these two goals KH engages local farmers as its

contracted growers and pre-sells the growers at a low price the fungal strains which could be used to grow black

fungi To ensure the quality and the quantity of fungi KH also provides free technical guidance to growers via local

cooperatives (branches of KH which help KH to coordinate production recruit growers and communicate with

growers) The operation structure is illustrated in the flow chart below

Chart 1 KHrsquos Operation Structure

Through this structure KH gets connected with local farmers (growers) and therefore could lead them to develop

altogether By providing and distributing unified fungal strains the growers KH therefore ensures the purity and

quality of product In addition this structure creates more than 300 jobs in Shidian thereby greatly enhancing the

local economy

To expand its business enlarge its product offerings and lead the local economy further KH has several plans

which are briefly described below

First KH is expanding its production capability by building new factories and plantations KH signed the

Agreement on Investing and Developing the Construction Project of Sangzhi Black Fungal Strains with Annual

Production of 30 million and Fine Processing with Shidian Government on September 11th 2015 By June 30th

2018 the infrastructures and factories were completed and the facilities to produce fungal strains was near

completion In 2019 and 2020 KH will continue the construction and related facilities

KH (overall managing providing strains

and equipment selling products)

Cooperatives (coordinating production recruiting

growers distributing strains providing support)

Growers (using fungal strains to

grow fungi pre-processing fungi)

Consumers

Selected and processed fungi

Raw fungi

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 19: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

18

Picture 7 KHrsquos Factory

Second KH is to enlarge its product offerings by developing more products KH signed the Cooperation Agreement

on Product Development with Kunming Edible Fungi Research Institute on September 2nd 2017 The institute is

expected to complete the development of Black Fungus Tablet Black Fungus Drink and so on by the end of 2018

and complete Black Fungus Capsule by the end of 2019 KH is also studying other edible fungi for example lingzhi

mushroom and will develop products like lingzhi Mushroom Spore Powder and lingzhi Mushroom Spore Oil KH

has successfully planted lingzhi mushroom in its plantation which has built up solid foundation for further

production Moreover KH also has the plan to cooperate with cosmetics RampD institutes and pharmaceutical

institutes to study more effects and values of black fungi and lingzhi mushrooms and develop skincare products

and medicines using black fungi and lingzhi mushrooms as ingredients

Picture 8 Lingzhi Mushroom in KHrsquos Plantation

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 20: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

19

65 Business Partners

KH has established partnerships with the following institutes and companies to develop or produce products

bull Kunming Edible Fungi Research Institute

bull Yunnan Yunjun Technology (Group) Co Ltd

bull Lijiang Zhongyuan Green Food Co Ltd

bull Longyang Yongda Food Product Processing Factory

bull Kunming Jinmo Trade Co Ltd

bull Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

bull China Post Shidian Town Branch

Kunming Edible Fungi Research Institute

Kunming Edible Fungi Research Institute (hereafter referred as KM Institute) is a professional agent researching

and studying edible fungi and developing fungal products KM Institute provides professional guidance on

technology to KH and develops deep-processed fungal products according to KHrsquos requirement while KH is

responsible for market analysis and research funds

Yunnan Yunjun Technology (Group) Co Ltd

Yunnan Yunjun Technology (Group) Co Ltd (hereafter referred as Yunjun) is a company researching developing

and processing fungal products Yunjun provides technical support and professional training to KH and cooperates

with KH to develop fungal products while KH is responsible for market analysis product promotion research

equipment research materials and research funds

Lijiang Zhongyuan Green Food Co Ltd

Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as Zhongyuan) is a company processing and selling

fungal products and agricultural products KH provides black fungi to Zhongyuan and contracts with Zhongyuan

to process Black Fungus Essence Powder

Longyang Yongda Food Product Processing Factory

Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) is a company processing

agricultural products and food products KH provides black fungi to Yongda and contracts with Yongda to process

Black Fungus Noodles

Kunming Jinmo Trade Co Ltd

Kunming Jinmo Trade Co Ltd (hereafter referred as Jinmo) is a company designing and producing packages and

commercial brochures KH contracts with Jinmo to design and produce packages for its products including the

packing boxes gift boxes commercial brochures plastic packages and so on

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch)

Yunnan Anzhi Express Co Ltd (Gto Express Company Yunnan Branch) (hereafter referred as Anzhi) is a

company providing delivering services KH has got the franchise from Anzhi to set up an express delivery station

in its own company to distribute its products at a low cost

China Post Shidian Town Branch

China Post is a state-owned company providing posting and delivering services It owns an online shopping

platform ndash ulecom with a huge customer base KH promotes and sells its products on ulecom

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 21: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

20

66 Permit and License

Business License

(Duplicate copy) Uniform Social Credit Code 9153052106555747L a) Company Name Shidian Kanghong Agricultural Technology Development Co Ltd b) Type of Company Limited liability company (Foreign Enterprise Legal Person Sole Proprietorship) c) Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province China d) Legal Representative Yan Su e) Registered Capital RMB 2 million f) Date of Establishment January 24th 2013 g) Operating Period January 24th 2013 to January 24th 2043 h) Business Scope Planting primary processing and sales of edible fungi and agricultural products Sales of daily groceries

and building materials Import and export trading (Projects needed to be approved under the laws can be operated after approved by relevant departments)

Issued by Bureau of Market Supervision and Administration of Shidian County on August 14th 2018

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 22: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

21

Food Business Operation License

(Duplicate Copy)

a) Operator Name Shidian Kanghong

Agricultural Technology Development

Co Ltd

b) Social Credit Code (Identity Card

Number) 9153052106555747L

c) Legal representative (Person in

Charge) Yan Su

d) Address No23 Group 2 Jiucheng

Community Jiucheng County Shidian

Town Baoshan City Yunnan Province

e) Operation Address

Zhaojia Village Huaxing Community

Youwang County Shidian Town

Baoshan City Yunnan Province

f) Main Body Type

Food Business Operator

g) Food Type

Sales of pre-packaged food (exclude

frozen food) sales of bulk food (exclude

frozen food)

Valid until July 24th 2021

Description

1 Food Business Operation License is the legitimate certificate of the permit for food business

that an operator gets

2 The License has original and duplicate copies which have the same legal effect The

original License should be hung or placed on a prominent position at the operating site

3 The License must not be forged modified resold leased lent or transferred in any other

illegal forms

4 The operator should carry out business within the approved scope

5 The operator should accept the supervision and management of the Food and Drug

Supervision and Administration Department

6 The operator should apply to change the License when the permitted items are changed

7 The operator should timely apply for an extension at the former department in 30 working

days before the License expires

h) License Number JY15305210013112

i) Daily Supervision Management Organization Market Supervision

Administration Bureau of Youwang County

j) Daily Supervisors Shaode Duan Shaoming Qian

k) Complain Call12331

l) License Issuing Authority Market Supervision Administration Bureau of Shidian

County

m) Issuer Shaoming Qian

July 25th 2018

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 23: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

22

67 Related Parties

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

Yunnan Erguan Biotechnology Co Ltd

Yunnan Erguan Biotechnology Co Ltd is the subsidiary company of KH Mr Xincheng Wang the Executive

Director of the Company is the shareholder and general manager of this company Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Yunnan Erguan Biotechnology Co Ltd

Uniform Social Credit Code 91530102MA6N79511C

Type of Company Other Limited Liability Company

Address No 102-507 Block 1 Jinding Technology Area No 690 Xuefu Road Wuhua District Kunming City

Yunnan Province

Legal Representative Jianneng He

Registered Capital RMB 1 Million

Date of Establishment May 30th 2018

Operating Period May 30th 2018 to non-limited date

Business Scope Research and development application and technological consulting of biotechnology and

agricultural technology domestic trading goods distributing online selling goods and technology import and

export (excluding goods and technologies prohibited to be imported exported or operated by the State) (Projects

needed to be approved under the laws can be operated after approved by the relevant departments)

Although Yunnan Erguan Biotechnology Co Ltd has partly overlapping business scope with KH 90 of its

shares are held by KH and its operation is under KHrsquos management Therefore these two companies are not in

competition

Yunnan Fatty Su Trading Co Ltd

Yunnan Fatty Su Trading Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the Executive Director

of the Company is the director of this company

Company Name Yunnan Fatty Su Trading Co Ltd

Uniform Social Credit Code 91530521MA6KWUTE13

Type of Company Limited Liability Company (Natural investment or holding)

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Shunli Zeng

Registered Capital RMB 1 Million

Date of Establishment August 3rd 2017

Operating Period August 3rd 2017 to non-limited date

Business Scope Planting processing and selling edible fungi tea coffee wholesale and retail of food healthcare

food nutrient supplements agriculture products cosmetics groceries construction materials machineries and

electronic products export and import trading company management and technological services consulting

courtesy services public relation planning (Projects needed to be approved under the laws can be operated after

approved by the relevant departments)

Although Yunnan Fatty Su Trading Co Ltd has partly overlapping business scope with KH 90 of its shares are

held by KH and its operation is under KHrsquos management Therefore these two companies are not in competition

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 24: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

23

Baoshan Yaotong Agricultural Development Co Ltd

Baoshan Yaotong Agricultural Development Co Ltd is the subsidiary company of KH Ms Chun Wang the

Executive Director of the Company is the legal representative shareholder and director of this company Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Baoshan Yaotong Agricultural Development Co Ltd

Uniform Social Credit Code 91530502MA6KGH3L0X

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1302 Block 5 Baolong Longtingyuan West side north part of Yongchang Road Longyang Distirct

Baoshan City Yunnan Province

Legal Representative Chun Wang

Registered Capital RMB 1 Million

Date of Establishment April 11th 2017

Operating Period April 11th 2017 to April 10th 2037

Business Scope Planting processing and selling agricultural products and edible fungi Sales of groceries

construction materials (excluding metal materials) (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Baoshan Yaotong Agricultural Development Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

Honghe Kanghong Agricultural Technology Co Ltd

Honghe Kanghong Agricultural Technology Co Ltd is the subsidiary company of KH Mr Guangbiao Wu the

Executive Director of the Company is the director of this company

Company Name Honghe Kanghong Agricultural Technology Co Ltd

Uniform Social Credit Code 91532523MA6KCBKGXA

Type of Company Limited Liability Company (Natural investment or holding)

Address Tangxiang New District Pinbian Miao Autonomous County Honghe Hani and Yi Autonomous

Prefecture Yunnan Province

Legal Representative Tianliang Zhou

Registered Capital RMB 1 Million

Date of Establishment March 1st 2017

Operating Period March 1st 2017 to February 28th 2037

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Although Honghe Kanghong Agricultural Technology Co Ltd has partly overlapping business scope with KH

90 of its shares are held by KH and its operation is under KHrsquos management Therefore these two companies are

not in competition

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 25: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

24

Lincang Kanghong Agricultural Technology Development Co Ltd

Lincang Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr

Guangbiao Wu the Executive Director of the Company is the director of this company

Company Name Lincang Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530924MA6K9LTB7W

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Jingdianruncheng Guangshan Road Nansan Town Zhenkang County Lincang City Yunnan

Province

Legal Representative Biyuan Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period December 30th 2016 to non-limited date

Business Scope Planting processing and selling edible fungi Research and development of edible fungi planting

technology Technical exchange and training services Purchasing and selling edible fungi and agricultural

products Sales of edible fungi equipment utensils metal materials groceries construction materials home

appliance Goods and technologies export and import (excluding goods and technologies that the State prohibits to

import or export or that can only be operated by limited companies) (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Although Lincang Kanghong Agricultural Technology Development Co Ltd has partly overlapping business

scope with KH 90 of its shares are held by KH and its operation is under KHrsquos management Therefore these

two companies are not in competition

Puer Kanghong Agricultural Technology Development Co Ltd

Puer Kanghong Agricultural Technology Development Co Ltd is the subsidiary company of KH Mr Yan Su

the Chairman of the Board of the Company is the Chairman of this company Mr Guangbiao Wu the Executive

Director of the Company is the director of this company

Company Name Puer Kanghong Agricultural Technology Development Co Ltd

Uniform Social Credit Code 91530826MA6K52FQ7J

Type of Company Limited Liability Company (Natural investment or holding)

Address No111 Laobaizhai Luojie Village Guoqing County Jiangcheng Hani and Yi Autonomous County Puer

City Yunnan Province

Legal Representative Shaolin Duan

Registered Capital RMB 1 Million

Date of Establishment December 30th 2016

Operating Period March 18th 2016 to March 17th 2046

Business Scope Planting pre-processing and selling agricultural products and edible fungi Sales of groceries

construction materials Import and export trading (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Although Puer Kanghong Agricultural Technology Development Co Ltd has partly overlapping business scope

with KH 70 of its shares are held by KH and its operation is under KHrsquos management Therefore these two

companies are not in competition

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 26: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

25

Shidian Haihang Agriculture Planting Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the legal representative of this cooperative

Company Name Shidian Haihang Agriculture Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K5C2D5H

Type of Company Farmer Cooperative

Address Jiaochangba Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Yan Su

Membersrsquo Capital RMB 26 Million

Date of Establishment December 12th 2014

Business Scope Helping members to carry out business activities coordinating the supply and sales among

members providing pre-production during-production and post-production services coordinating and guiding

brand promotion activities technical services products sales and so on (Projects needed to be approved under the

laws can be operated after approved by the relevant departments)

Shidian Haihang Agriculture Planting Professional Cooperative does not have overlapping business scope with KH

and its operation is actually beneficial to KH Therefore these two companies are not in competition

Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Mr Yan Su the Chairman of the Board of the Company is the director of this cooperative

Company Name Shidian Wanfeng Agricultural Machinery Service Professional Cooperative

Uniform Social Credit Code 9353052159711320XE

Type of Company Farmer Cooperative

Address Sujia Village Renhe Town Shidian County Baoshan City Yunnan Province

Legal Representative Yingbao Li

Membersrsquo Capital RMB 309 Million

Date of Establishment May 22nd 2012

Business Scope Providing agricultural machinery to agricultural production carrying out technical training

exchange and consulting services planting agricultural products organizing to purchase and sell products produced

by the members (Projects needed to be approved under the laws can be operated after approved by the relevant

departments)

Although Shidian Wanfeng Agricultural Machinery Service Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on agricultural machinery services and its operation is actually beneficial

to KH Therefore these two companies are not in competition

Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Mr Guangbiao Wu the Executive Director of the Company is the director of this cooperative Mr Zongren Li the

Vice Present of the Company is the legal representative and director of this cooperative Ms Ping Zhang the Chief

Administrative Officer of the Company is the director of this cooperative

Company Name Baoshan Kanghong Agricultural Products Planting Professional Cooperative

Uniform Social Credit Code 93530521064284030T

Type of Company Farmer Cooperative

Address Huaxing Industrial Area Youwang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 27: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

26

Membersrsquo Capital RMB 241 Million

Date of Establishment April 1st 2013

Business Scope Organizing members to plant vegetables and fruits packing agricultural products purchasing and

selling products of members organizing to purchase and supply fertilizers to members introducing new

technologies new species and carrying out technical training technology exchange and consulting services related

to agricultural production (Projects needed to be approved under the laws can be operated after approved by the

relevant departments)

Although Baoshan Kanghong Agricultural Products Planting Professional Cooperative has partly overlapping

business scope with KH it mainly focuses on organizing members and its operation is actually beneficial to KH

Therefore these two companies are not in competition

Shidian Fuqun Black Fungus Planting Professional Cooperative

Mr Zongren Li the Vice Present of the Company is the legal representative and director of this cooperative

Company Name Shidian Fuqun Black Fungus Planting Professional Cooperative

Uniform Social Credit Code 93530521MA6K68EY8B

Type of Company Farmer Cooperative

Address Yanzijiao Longtang Group Meiziqing Jiufang Town Shidian County Baoshan City Yunnan Province

Legal Representative Zongren Li

Membersrsquo Capital RMB 135 Million

Date of Establishment May 23rd 2016

Business Scope Organizing members to plant and sell black fungi (Projects needed to be approved under the laws

can be operated after approved by the relevant departments)

Although Shidian Fuqun Black Fungus Planting Professional Cooperative has partly overlapping business scope

with KH it mainly focuses on organizing members and its operation is actually beneficial to KH Therefore these

two companies are not in competition

Yunnan Yibu Science and Technology Co Ltd

Ms Chun Wang the Executive Director of the Company is the shareholder and director of this company

Company Name Yunnan Yibu Science and Technology Co Ltd

Uniform Social Credit Code 91530102688590650K

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1-1705 17th Floor Block B Xiaochenggushi No 250 North Huancheng Road Panlong District

Kunming City Yunnan Province

Legal Representative Xingwen Yang

Registered Capital RMB 1 Million

Date of Establishment June 10th 2009

Operating Period June 10th 2009 to June 9th 2019

Business Scope Development application and technical consulting of computer software and hardware sales of

computer appliances electronic products and groceries (Projects needed to be approved under the laws can be

operated after approved by the relevant departments)

Yunnan Yibu Science and Technology Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 28: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

27

Shidian Zhuzhule Pig Farm

Ms Ping Zhang the Chief Administrative Officer of the Company is the legal representative shareholder and

director of this farm

Company Name Shidian Zhuzhule Pig Farm

Uniform Social Credit Code 91530521MA6K54J48Q

Type of Company Individual Holding Company

Address Shazipo Group Wanxing Village Wanxing Town Shidian County Baoshan City Yunnan Province

Legal Representative Ping Zhang

Date of Establishment March 22nd 2016

Business Scope Breeding and selling pigs selling groceries and construction materials (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Shidian Zhuzhule Pig Farm does not have overlapping business scope with KH and therefore these two companies

are not in competition

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Ms Yiyun Chen the Chief Financial Officer of the Company is the shareholder of this company

Company Name Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd

Uniform Social Credit Code 91532526MA6K73L49G

Type of Company Limited Liability Company (Natural investment or holding)

Address No 344 (2nd Floor) Tuobai Village Putian Community Miyang County Mile City Honghe Hani and Yi

Autonomous Prefecture Yunnan Province

Legal Representative Yongjian Huang

Registered Capital RMB 8 Million

Date of Establishment July 26th 2016

Operating Period July 26th 2016 to July 25th 2036

Business Scope Fire prevention facility project Designing installing and maintaining of intellectualized building

project and mechanical and electrical facilities (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

Honghe Tianyu Fire Prevention and Safety Technology Engineering Co Ltd does not have overlapping business

scope with KH and therefore these two companies are not in competition

Yunnan Daoji Equity Investment and Fund Management Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the legal representative shareholder

director and general manager of this company

Company Name Yunnan Daoji Equity Investment and Fund Management Co Ltd

Uniform Social Credit Code 9153010308041232X0

Type of Company Limited Liability Company (Natural investment or holding)

Address No 1912 Block B Shishangjiayuan Panlong District Kunming City Yunnan Province

Legal Representative Jie Ma

Registered Capital RMB 5 Million

Date of Establishment October 21st 2013

Operating Period October 21st 2013 to October 20th 2023

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 29: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

28

Business Scope Setting up equity investment companies raising equity investment fund being entrusted to manage

equity investment fund being engaged in financial management and relevant consulting services and other

business that are approved or allowed by register department (Projects needed to be approved under the laws can

be operated after approved by the relevant departments)

Yunnan Daoji Equity Investment and Fund Management Co Ltd does not have overlapping business scope with

KH and therefore these two companies are not in competition

Kunming Miaoyou Financial Consulting Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the shareholder and director of this

company

Company Name Kunming Miaoyou Financial Consulting Co Ltd

Uniform Social Credit Code 9153010367362036X7

Type of Company Limited Liability Company (Natural investment or holding)

Address No 501 Unit 2 Block 3 Area A Yitai Jinse Avenue Panlong District Kunming City Yunnan Province

Legal Representative Ruihan Yan

Registered Capital RMB 100 Thousand

Date of Establishment April 21st 2008

Operating Period April 21st 2008 to non-limited date

Business Scope Bookkeeping (business should be operated within the scope defined by certificates and licenses)

economic information consulting (1 Without the approval of relevant departments fund shall not be raised

publicly 2 Deals about securities products and financial products shall not be carried out publicly 3 Loan shall

not be released 4 The company shall not guarantee for other companies except the invested companies 5 The

company shall not promise investors a loss-free investment or the minimum income) (Projects needed to be

approved under the laws can be operated after approved by the relevant departments)

Kunming Miaoyou Financial Consulting Co Ltd does not have overlapping business scope with KH and therefore

these two companies are not in competition

Kunming Huaxin Civil Financing and Registering Services Co Ltd

Mr Jie Ma the Independent Non-Executive Director of the Company is the director of this company

Company Name Kunming Huaxin Civil Financing and Registering Services Co Ltd

Uniform Social Credit Code 915301003162614859

Type of Company Limited Liability Company (Natural investment or holding)

Address No C09 Block 1C Tianyuhuayan Putao Street Wanhua Road Panlong District Kunming City Yunnan

Province

Legal Representative Lyu Zhao

Registered Capital RMB 5 Million

Date of Establishment September 16th 2014

Operating Period September 16th 2014 to September 16th 2024

Business Scope Registering publishing investment and finance information Connecting civil investors and parties

that has financial requirements like small and medium enterprises individual merchants and so on Financial

intermediary services providing business consulting financing planning supervision and so on equity transfer

intermediary services financial consulting services (Projects needed to be approved under the laws can be operated

after approved by the relevant departments)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 30: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

29

Kunming Huaxin Civil Financing and Registering Services Co Ltd does not have overlapping business scope

with KH and therefore these two companies are not in competition

68 Main Competitors

Information below is provided by China National Enterprise Credit Information Publicity System and updated by

wwwqichachacom (Updated by September 7th 2018)

KHrsquos main competitors are listed below

Heilongjiang Beiwei Fungus Technology Group Co Ltd

Company Name Heilongjiang Beiwei Fungus Technology Group Co Ltd

Uniform Social Credit Code 91231000669045331C

Type of Company Other Limited Liability Company (Unlisted)

Address No 01 First Floor Community 1 North Xinhua Hailin City Heilongjiang Province

Legal Representative Zhenhua Qi

Registered Capital RMB 13856 Million

Date of Establishment March 11th 2008

Operating Period March 11th 2008 to March 10th 2028

Business Scope Processing and selling other aquatic products (seasoning fish products) other food products [grain

products (packed) ground grain products (packed) rice (packed) pastry (bakery mooncakes)] vegetable product

[edible fungus products (dried edible fungi seasoning edible fungi) pickle] candy products (candy) dried fruit

soya sauce purchasing fungi and vegetables goods export and import food whole-sale and retail producing and

selling beverage starch and starch products starch (packed)

Heilongjiang Weiduobao Food Co Ltd

Company Name Heilongjiang Weiduobao Food Co Ltd

Uniform Social Credit Code 91231081X06392201W

Type of Company Limited Liability Company (Unlisted Natural investment or holding)

Address No 200 Yingxin Street Suifenhe City Mudanjiang City Heilongjiang Province

Legal Representative Shaoli Yang

Registered Capital RMB 24 Million

Date of Establishment February 26th 1997

Operating Period February 26th 1997 to non-limited date

Business Scope Sales of food products seasonings tea and tea products vegetable products fruit products fried

food and nut products aquatic products and bean products (the aforementioned items can be operated after the

permit is achieved) Planting and selling edible fungi Socioeconomic information consulting selling pre-processed

agricultural products Goods export and import technology export and import carrying out export and import

business by the means of small amount deals with neighboring countries and areas (excluding goods and

technologies that are limited or prohibited to export or import by the State)

Heilongjiang Beidahuang Land Reclamation Group Corporation

Company Name Heilongjiang Beidahuang Land Reclamation Group Corporation

Uniform Social Credit Code 9123300071107724XC

Type of Company Ownership by the Whole People

Address No 8 Qianshan Road Nangang District Harbin Heilongjiang Province

Legal Representative Shoucong Wang

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 31: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

30

Registered Capital RMB 10215 Billion

Date of Establishment April 10th 1994

Operating Period April 10th 1994 to non-limited date

Business Scope Agriculture forestry animal husbandry fishery mining production processing transportation

construction engineering real estate development material supply and marketing warehousing finance and

insurance culture education and health social services contracting overseas agricultural engineering and

international bidding projects at home export of equipment and materials needed for the above overseas projects

sending labor needed for agricultural industries to the foreign countries exhibition wholesale import and export

of cereals beans and potatoes wholesale import and export of rice flour products and cooking oil

These three companies are very competitive in the edible fungus industry for their great production capabilities

good brand reputations and wide product ranges However KH has several advantages that set it apart from these

competitors and make it a more desirable choice to potential customers

Competitive Advantages

I Good Reputation with Official Recognitions

KH is the leading company in the edible fungus industry of Yunnan Province and has achieved several important

recognitions and awards KH was identified as a ldquoScientific amp Technological Small amp Medium Enterprise of

Yunnan Provincerdquo by Yunnan Provincial Science and Technology Department in 2014 and was named as ldquothe

Leading Industrial Enterprise of Baoshan Cityrdquo by Baoshan Industrial Agriculture Development Team in 2015 The

plant base of KH has also been identified as a ldquoDemonstration Baserdquo by municipal and provincial departments and

has been used as the research center for experts from Chinese Academy of Sciences and Yunnan Province These

titles and awards have made KH a more trustworthy company

II Strong Product Development Capability

KH has worked with professional institutes and companies to develop products that can satisfy different customersrsquo

needs KH also has several innovative products that have no competitiors in the market for now for example Black

Fungus Essence Powder and Black Fungus Noodle KH is also developing more unique products such as Black

Fungus Tablet so as to broaden its product range and enhance its competitiveness

III Advantageous Geographic Location

KH is located in Shidian Town Yunnan Province Shidian Town lies at the southern part of Hengduan Mountains

next to Nujiang River The favorable climate and abundant natural resources including forests and water make

Shidian a perfect place to grow fungi Also Yunnan has historically been an strategically important place in Asia

connecting China and South Asia which provides possibilities for KH to expand its business overseas

IV Well-built Logistics System

KH has set up its own logistics services through cooperating with Yunnan Anzhi Express Co Ltd which has access

to the logistics system of Gto Express a nation-wide delivery company This has greatly expedited the delivery of

products from KH to its distributors as well as to the end consumers Therefore KH will gradually expand its

business out of Yunnan Province and become a well-known brand in China

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 32: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

31

7 Company Advantages and Investment Highlights

71 Strong Market Demand

Chinese people have a long history of eating black fungi and therefore there is a strong demand in the market

According to the statistics from China Edible Fungi Association the business volume of black fungi rose from 111

million tons in 2007 to 680 million tons in 2016 With Chinese food culture being introduced to other countries

the consumption of black fungi in the overseas market has also increased KH is well positioned to tap this strong

market demand

72 Wide Product Offerings

In the market most of the black fungi are sold as dried black fungi However KH has cooperated with several

institutes and companies to develop various black fungi products in order to enrich the product offerings and

provide more options to customers In addition black fungus is not merely a kind of food but also has medicinal

values KH is researching on developing more products of black fungi to widen its product range and therefore

staying competitive in the market

73 Great Brand Reputation

Most black fungi in the market do not have any brand and many companies that process and sell black fungi are

not aware of the importance of brand reputation However KH has attached great importance to its brand

establishment KHrsquos brand ldquoFatty Surdquo has achieved a great reputation due to the satisfying product quality wide

product range and multitiered brand promotion KH hopes when customers consider buying black fungi products

they will think of ldquoFatty Surdquo when they see ldquoFatty Surdquo they will think of quality black fungi products Building

upon the good brand reputation KH aims to take a bigger market share and attract more customers

74 Promising Expansion Plan

By the end of 2017 KH had 340 contracted growers with 867000 m2 planting area yielding 845 tons of black fungi

per year KH plans to set up cooperatives in more villages and recruit more growers to expand its business scale

and KH is actively negotiating with local governments According to KHrsquos plan the number of contracted growers

will gradually grow to 1000 by the end of 2020 with 2400000 m2 planting area yielding 2340 tons of black fungi

per year Such a great yield will ensure KH could have enough materials to develop more processed products which

will bring more revenues and profits

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 33: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

32

8 Directors and Senior Management

Directors

Name Position

Mr Yan Su Chairman of Board of Directors

Mr Xincheng Wang Executive Director

Ms Chun Wang Executive Director

Mr Guangbiao Wu Executive Director

Mr Jie Ma Independent Non-Executive Director

Mr Guanshi Gao Independent Non-Executive Director

Mr Yan Su Chairman of Board of Directors

Mr Yan Su is the Chairman of Board of Directors of the Company Mr Su graduated

from the Open University of China majoring in Administrative Management He worked

as the manager in the Peoplersquos Insurance Company of China Limited from 2008 to 2012

Then he founded KH with his partners in 2013 In 2017 Mr Su was selected as the

representative of the 4th National Peoplersquos Congress of Baoshan City and joined the 9th

Shidian Town Committee of the Chinese Peoplersquos Political Consultative Conference In

the same year Mr Su was also employed by Yunnan Province Edible Fungi Association

as the vice-president Mr Su is good at company management and development planning

Mr Xincheng Wang Executive Director

Mr Xincheng Wang is the Executive Director of the Company Mr Wang has over 30

yearsrsquo work experience He has worked in various companies in Beijing and Yunnan and

gained rich experience in purchasing sales manufacturing management public

relationship maintenance and company management In 2008 Mr Wang finished

Executive Master of Business Administration in Tsinghua University In 2018 Mr Wang

joined KH and took the duty of Chief Executive Officer responsible for overall

management

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 34: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

33

Ms Chun Wang Executive Director

Ms Chun Wang is the Executive Director of the Company Ms Wang graduated from

Beijing Institute of Technology majoring in Chemical Engineering and Technology Ms

Wang has over 15 years of experience in administrative work company management staff

training and client relationship maintenance In 2017 she joined Baoshan Yaotong

Agricultural Development Co Ltd the subsidiary of KH responsible for overall

management and strategy planning In 2018 Ms Wang was promoted to be the Chief

Operating Officer of KH

Mr Guangbiao Wu Executive Director

Mr Guangbiao Wu is the Executive Director of the Company Mr Wu graduated from

Yunnan Trade and Economics School studying Processing and Marketing of Edible Fungi

After graduation he worked as the assistant agronomist in Kunming Edible Fungi

Research Institute for 5 years responsible for developing planting and promoting new

fungi species managing planting base and studying wild fungi species In 2014 he worked

as Technology Director in KH responsible for managing and leading the technology team

training staff and farmers Mr Wu holds the Intermediate Edible Fungi Professional

Qualification Certificate Advanced Fungi Gardener Certificate Professional Farmer

Training Certificate and Food Security Director Training Certificate

Mr Jie Ma Independent Non-Executive Director

Mr Jie Ma is the Independent Non-Executive Director of the Company Mr Ma graduated

from Kunming University of Science and Technology majoring in Mechanical

Manufacturing After graduation he worked as business manager customer manager

accountant director and bank director in the Bank of China Kunming Nanyao Branch for

12 years Then he entered the field of investment in 2003 and worked as general manager

investment consultant in several companies Mr Ma has rich experience in investment

bank business and company management also holds a Certificate of Accounting

Professional

Mr Guanshi Gao Independent Non-Executive Director

Mr Guanshi Gao is the Independent Non-Executive Director of the Company Mr Gao

graduated from Sichuan University majoring in Organic Chemistry After graduation

Mr Gao worked as a researcher in Kunming Edible Fungi Research Institute and then

Yunnan Supply and Marketing Cooperatives Science Institute for 36 years responsible

for studying fungi extracting processing and analyzing functional chemicals in fungi Mr

Gao has hosted 8 national and provincial science and research projects taken part in over

10 science and research projects published over 20 research papers and holds 6 certified

patents He is also the member of Expert Committee of Yunnan Edible Fungi Association

and technology consultant for over 10 companies Mr Gao is able to provide valuable

suggestions to the Company

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 35: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

34

Senior Management

Name Position

Mr Xincheng Wang Chief Executive Officer CEO

Mr Zongren Li Vice President

Ms Ping Zhang Chief Administrative Officer CAO

Ms Yiyun Chen Chief Financial Officer CFO

the Board Secretary

Ms Chun Wang Chief Operating Officer COO

Mr Xincheng Wang Chief Executive Officer

Mr Xincheng Wang is the Chief Executive Officer of the Company Mr Wang worked as

the sales manager in Beijing Building Materials Factory from 1985 to 1991 then worked

as the vice general manager in Beijing Fengtai Overseas Trading Company from 1992 to

1993 responsible for sales management After that Mr Wang worked as a free trader for

12 years Then he joined Yunnan Wanjiahuan Group Limited responsible for public

relationship maintenance in which he gained rich experience in contacting government

banks and other departments In the January of 2018 Mr Wang joined KH With versatile

skills and rich experience Mr Wang is best-positioned to lead the Company go further

Mr Zongren Li Vice President

Mr Zongren Li is the Vice President of the Company Mr Li graduated from Kunming

University of Science and Technology majoring in Metallurgy After graduation he

worked as the chief of section in Yunnan Yunlvrunxin Aluminum Industry Co Ltd

responsible for manufacturing management In 2016 he joined KH and took the duty of

vice president responsible for overall management

Ms Ping Zhang Chief Administrative Officer

Ms Ping Zhang is the Chief Administrative Officer of the Company Ms Zhang graduated

from Yunnan Normal University majoring in Security Investment After graduation she

worked as the pension manager in the government of Wanxing Village Shidian Town

Baoshan City Yunnan Province for 5 years In 2013 Ms Zhang joined KH and worked as

the chairwoman of the labor union and administrative officer responsible for hosting

activities in the labor union maintaining the relationship with the government and

administrative work

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 36: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

35

Ms Yiyun Chen Chief Financial Officer the Board Secretary

Ms Yiyun Chen is the Chief Financial Officer and the Board Secretary of the Company

Ms Chen graduated from Yunnan University of Finance and Economics majoring in

Finance Ms Chen has over 20 years of experience in finance and has worked as CFO for

several companies Ms Chen is the Certified Internal Auditor Certified Public Accountant

and Certified Project Data Analyst She also holds the certificate of Senior Accountant and

Senior Credit Risk Manager With rich experience and certified qualifications Ms Chen

is able to manage the financial issues of the Company With great communication skills

and wide connections Ms Chen is also able to deal with secretary work

Ms Chun Wang Chief Operating Officer

Ms Chun Wang is the Chief Operating Officer of the Company After graduation she

worked as the manager assistant in Beijing Yongyou Software Co Ltd Yunnan Branch

for 4 years responsible for administrative work Then she worked as vice general manager

in Yunnan Langchao Software Co Ltd for 6 years responsible for client relationship

maintenance After that she worked as manager in Peoplersquos Insurance Company of China

Limited for 3 years With rich experience and well-built connections Ms Wang is able to

manage the Companyrsquos operation very well

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 37: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

36

9 Financial Statements

Auditorrsquos Report

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 38: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 39: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 40: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 41: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 42: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 43: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 44: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 45: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 46: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 47: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 48: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 49: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 50: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 51: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 52: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 53: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 54: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 55: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 56: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 57: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 58: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 59: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 60: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 61: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 62: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

61

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 63: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

62

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 64: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

63

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 65: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

64

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 66: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

65

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 67: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

66

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 68: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

67

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 69: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

68

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 70: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

69

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 71: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

70

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 72: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

71

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 73: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

72

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 74: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

73

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 75: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

74

Three-Year Projection

Summary of Three-Year Projection (in RMB)

Unit Million RMB

2018 2019 2020

Total Liabilities 1276 1820 2405

Net Asset 6719 7205 8171

Total Asset 7995 9025 10576

Asset-liability Ratio 1596 2017 2274

Revenue 3738 6450 10236

Net Profit 344 686 1266

Three-Year Projected Profit Composition (in RMB)

Unit Million RMB

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 384 077 094 210 000 000 765

2019 720 385 753 000 092 051 2001

2020 1008 513 1205 000 154 193 3073

Summary of Three-Year Probjection (in USD)

Unit Million USD

2018 2019 2020

Total Liabilities 187 266 352

Net Asset 982 1053 1194

Total Asset 1169 1319 1546

Asset-liability Ratio 1596 2017 2274

Revenue 546 943 1496

Net Profit 050 100 185

Three-Year Projected Profit Composition (in USD)

Unit Million USD

Profit from

Selected Dried

Black Fungi

Profit from

Black Fungus

Noodle

Profit from Black

Fungus Essence

Powder

Profit from

Ordinary Dried

Black Fungi

Profit from

New

Products

Profit from

Wood Ear

Society

Gross Profit

2018 056 011 014 031 000 000 112

2019 105 056 110 000 014 008 293

2020 148 075 176 000 023 028 450

Note This projection in USD is based on the exchange ratio between USD and RMB on August 2nd 2018 1

US Dollar equals 683 RMB

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 76: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

75

Basis for Profit Projection

According to the Auditorrsquos Report the net profit of KH in 2017 is RMB 355 million which is about 194 times of

the net profit in 2016 (RMB 183 million) Due to the fact that the first season is not the harvest time the net profit

of KH in the first season of 2018 is only up to RMB 043 million

Since KH has invested in developing new products expanding the product range and establishing new sales

channels the total net profit in 2018 is projected to stay at the same level as the net profit in 2017 that is RMB 344

million However as more products are introduced to the market the product range becomes wider and the new

sales channels come into use KH will achieve more revenue and therefore the net profit will increase accordingly

It is projected that the net profit will be RMB 686 million in 2019 and RMB 1266 in 2020 and the increase rate

is about 185 and 199 times

KHrsquos profit mainly consists of 6 parts selected dried black fungi black fungus noodle black fungus essence powder

ordinary dried black fungi new products and Wood Ear Society

The selected dried black fungi are better than ordinary dried black fungi in quality and therefore have higher value

and margin which will the bring gross profit of RMB 384 million in 2018 As KH will set up more organic

plantations recruit more growers and therefore expand the planting area the yield of black fungi will increase In

2019 the gross profit brought by selected black fungi is projected to be RMB 72 million and in 2020 it will climb

to RMB 1008 million

Black fungus noodle is projected to bring the profit of RMB 077 million in 2018 With the establishment of ldquoWood

Ear Societyrdquo a restaurant brand that sells black fungus products the sales of Black fungus noodle are believed to

increase sharply in 2019 and 2020 which will bring profit of RMB 385 million in 2019 and RMB 513 million in

2020

Black fungus essence powder is projected to bring the profit of RMB 094 million in 2018 Since this product has

a high margin KH will promote actively in its sales channels The projected profit of this product is RMB 753

million in 2019 and RMB 1205 million in 2020

Ordinary dried black fungi are a traditional product of KH but has low margin It is projected that this product will

bring profit of RMB 210 million in 2018 However since KH is planning to use black fungi to develop and

manufacture more innovative products with higher value and margin the sales of this product will be stopped in

2019 and 2020

In 2018 KH is actively developing more new products like black fungus tablet black fungus drink and black fungus

capsule These products will be promoted actively and will bring actual profits from 2019 The projected profit is

RMB 092 million in 2019 and RMB 154 million in 2020

KH is also actively establishing its chain restaurants ldquoWood Ear Societyrdquo and is expected to gain profit from this

business from 2019 The projected profit is RMB 051 million in 2019 and RMB 193 in 2020

In total the gross profit of KH is projected to be RMB 765 million in 2018 RMB 2001 million in 2019 and RMB

3073 million in 2020 The net profit is projected to be RMB 344 million in 2018 RMB 686 million in 2019 and

RMB 1266 million in 2020

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 77: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

76

Market Value

According to the Companys three-year projection the total number of shares will be 100 million each share will

be 040 USD and the total market value of the Company will be 4044 million USD The projection of the market

value of the Company will be described in this section

Methodology

The discounted cash flow method (DCF) is adopted to project the market value DCF is a method that uses the

concept of time value of money to value a project company or assets This method is suitable for the Company

which has great development potential and strong core competitiveness Therefore DCF is the method applied to

project the market value of the Company

Approach

The calculation process of the market value consists of two sections one is the total profit of three years the other

one is the present value of perpetual annuity which equals the profit of product sales and other services The formula

is shown below ldquoPrdquo stands for the present value of perpetual annuity ldquoArdquo stands for the annual return and ldquoirdquo

stands for the interest rate

The present value of perpetual annuity

Analysis

The formula for market value [(Total three-year projected net profit) + P (A i)] RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 344 million

F2019 Projected net profit in 2019 RMB 686 million

F2020 Projected net profit in 2020 RMB 1266 million

ldquoArdquo For the calculation the profit in 2020 will be

regarded as the annual return for the present

value of perpetual annuity

RMB 1266 million

ldquoirdquo For ldquoirdquo the rational interest rate is used referred

to the interest rate from the bank financial

products

50

ldquoRErdquo The exchange ratio on August 2nd 2018 from

USD to RMB used by the Company

683

Calculation for Market Value

[(344+686+1266) + P (1266 50)]683= 4044 million USD

Calculation for Share Price

4044 million USD 100 million shares =040 USD per share

Limitation

This projection has its limitation due to potential biases in the calculation process because it lacks consideration of

risks and other uncertainties Meanwhile some unpredictable factors can also affect the result such as the changing

exchange ratio and inflation Therefore limitation of this projection should be made aware of to the decision makers

Conclusion

Based on the concept of the time value of money the market value is calculated on the total projected profit from

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 78: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

77

2018 to 2020 and the perpetual annuity which uses the projected profit in 2020 with the rational interest rate referred

to the interest rate of the bank financial products The market value is around 4044 million USD with 100 million

shares (the total number of shares listed in this company) and the share price is 040 USD

Disclaimer

Above projections are based on data and information provided by the Company which might contain biases from

the unilateral subjective projection of the Board of Directors and the management team The projections are also

based on the macroeconomic and social environment the specific industryrsquos situation market situation and the

Companyrsquos current position Hence the above projections do not provide any warranty Therefore the listing

advisor lawyer and auditor will also not be liable for these projections The Company and the management team

want to pursue an excellent financial condition but the risks and uncertainties can affect the result Therefore the

Company cannot guarantee the outcome would be the same as the above projections Consequently all investors

should be aware of these risks and uncertainties and should not solely rely on these predictions when making their

decisions Investors must carry out independent analysis and judgments

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 79: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

78

10 Material Contract and Agreement

According to the information provided by the Company the Companyrsquos performance and completion of the major

contracts during the reporting period are shown below

Loan Contract

KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative

loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan

to purchase black fungi from growers

Contracts with Growers

KH has signed contracts with 340 growers According to the contract KH provides fungal strains basic equipment

and technical guidance to growers and purchase dried black fungi at the price of RMB 65 Yuan (before the Spring

Festival) or RMB 60 Yuan (after the Spring Festival) while growers should sell all the harvested black fungi to

KH and provide records and relevant data to KH for further research and analysis

Strategic Partnership Agreements

KH has signed strategic partnership agreements with Madeng Town Jianchuan County Government Jiufang Town

Shidian County Government Guoqing Town Jiangcheng County Government and Wanxing Town Shidian

County Government According to the agreements KH provides fungal strains basic equipment and technical

guidance to growers recruited by the governments while the governments assist KH to promote the business to

recruit more growers and provide necessary financial support for growers in need

Product Development Contracts

KH has signed product development contracts with Kunming Edible Fungi Research Institute and Yunnan Yunjun

Technology (Group) Co Ltd According to the contracts KH provides market analysis and research funds while

Kunming Edible Fungi Research Institute and Yunnan Yunjun Technology (Group) Co Ltd are responsible to

develop innovative products according to KHrsquos requirements

Product Processing Contracts

KH has signed product processing contracts with Lijiang Zhongyuan Green Food Co Ltd (hereafter referred as

Zhongyuan) and Longyang Yongda Food Product Processing Factory (hereafter referred as Yongda) Zhongyuan

is responsible to produce Black Fungus Essence Powder with the black fungi provided by KH Yongda is

responsible to produce Black Fungus Noodles with the black fungi provided by KH

Other Cooperation Contracts

KH has also signed several cooperation contracts on different business with other companies Kunming Jinmo

Trade Co Ltd provides package designing and producing services to KH Yunnan Anzhi Express Co Ltd has

franchised KH to set up an express delivery station and use its delivery system China Post Shidian Town Branch

has franchised KH to promote and sell products on its online shopping platform ulecom

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditorrsquos Report other receivables and

payables of the Company are legitimate valid and related due to regular production and business activities

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 80: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

79

11 Risk Factors and Litigation

Investors to buy our securities should consider the risks below

Business Risks

(a) Operational risks The Directors and Senior Management team of the Company is responsible for the

development direction of the Company There is a risk that they may fail to make proper decisions to ensure

the Company is on the right course Also KH connects with growers via cooperatives There is a risk that the

cooperatives fail to carry out the business activities well which may cause loss to the Company However the

Company is open to suggestions from staff and clients and is actively enhancing the connection with

cooperatives and growers so as to lower the aforementioned risks

(b) Risks related to products KH has developed and is developing some unique products that no other companies

have However there is a risk that these products may not be widely accepted by consumers which may cause

loss to the Company Also some products are produced by KHrsquos partners There is a risk that these partners

might produce poor-quality products However KH has several plans to lower such risks First KH has

conducted thorough market researches and collected customersrsquo feedbacks Second KH will introduce a new

product in its restaurants to test the popularity before producing and promoting it in large scale Third KH will

employ the third party to conduct quality tests before products are sold or distributed

Market Risks

Insufficient analysis of market demand and fierce market competition might result in declines in sales of the

Companyrsquos products However the Companyrsquos senior management will set up and improve the risk assessment

mechanism to ensure this kind of risks under control

Environmental Risks

Planting bags are used to grow fungi 80 of the used bags are burnt as fuels 10 are processed to organic

fertilizers and 10 are deserted which has caused environmental problems to local ecological system which

indirectly affects the Companyrsquos operation The Company is actively studying how to process wasted planting bags

to poultry feed so as to lower such risks

Risks Related to Natural Disasters

The production of black fungi is directly related to climate and weather Natural disasters such as flood drought

typhoon and so on could decrease the yield of black fungi and directly affect the Companyrsquos business The Company

is actively cooperating with research institutes to develop species of higher anti-adversity so as to resist some

natural disasters

Risks Related to National Policy

The Chinese government is currently exercising a reform and gradually opening our market to the world this means

our national economy policies taxation system and so on will also experience changes gradually The changes in

policy might affect the operation and performance of the Company

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 81: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

80

Stock Market Risks

The risks of stock market are ever presenting and the fluctuation of stock prices may result loss to investors There

are numerous factors that can affect stock prices including our companyrsquos performance changes in national

economy policies changes in the national financial situation changes in interest rate inflation and deflation and

other unpredictable factors Investors should be aware of the risks of the stock market before buying our securities

Other Risks

Investments

Investing involves certain risk considerations including currency fluctuations lack of liquidity and price volatility

of the stock markets government involvement and influence on the private sector political and economic factors

leverage and other factors These might adversely affect the Companyrsquos activities and the value of its investments

There are particular risks relating to the investment and trading of equity and debt instruments which include the

uncertainties involved in trading in emerging markets The ability to trade profitably in emerging markets may be

affected by world events changes in foreign policies and other economic and political factors that are outside the

control of the Company Set forth below are certain factors which should be taken into consideration before

investors make the decision to buy shares of the Company While the Management believes the following to be

comprehensive it is not intended to include all of the risks that may be encountered Accordingly potential

investors are advised to consult their financial advisors before buying any shares of the Company

General

The transactions that the Company will engage in may involve risks Growing competition in the market may limit

the ability to take advantage of opportunities No assurance can be given that the Company strategies employed

will be successful or that shareholders will realize net profits on their respective investments

General Uncertainty and Risks

There are some unpredictable factors that might affect the business The previous sales cannot be the guaranteed

indicator for the future Sales might increase or decrease in the future

Economic Conditions

The success of any investment activity may be affected by general economic conditions

Exchange Rate Fluctuations

The Companyrsquos accounts are denominated in US Dollars Investments of the Company may be in currencies other

than the US Dollars such as the Chinese RMB Similarly certain expenses of the Company including

organizational offering operating expenses and the fees of the Management and service providers will incur in

Chinese RMB Accordingly the Company is at risk and liable for any gain or loss incurred due to the exchange

rate fluctuation for example the investment for automation equipment brand development and human resources

as referred in Section 6 Thus shareholders and investors should realize the risk of exchange rate-fluctuations

Litigation

The Company might be named as a defendant in a lawsuit or in a regulatory action stemming from the conduct of

its business and activities of a company personnel In the event that such litigation occurs the Company would bear

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 82: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

81

the costs of defending itself and understands the risk of unsuccessful results of the litigation It should be noted

that the Company and Management have consulted with lawyers accountants and other experts regarding the

constitution of the Company and the business of its subsidiaries Each prospective investor should consult his own

legal tax and financial advisors regarding their desire to make an investment in the Company

IN VIEW OF THE COMPLEXITIES OF APPLICABLE TAX LAWS EACH PROSPECTIVE FUTURE

INVESTOR SHAREHOLDER OF SHARES OF THE COMPANY IS STRONGLY URGED TO CONSULT

ITS OWN TAX ADVISORS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING HOLDING SELLING

OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP RESIDENCE

OR DOMICILE

The Companyrsquos litigation arbitration or administrative penalties

According to the ldquoChina Judgements Onlinerdquo httpwenshucourtgovcn by August 17th 2018 Shidian

Kanghong Agricultural Technology Development Co Ltd does not have any litigation record

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 83: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

82

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions
Page 84: Information Memorandum - dcsx.cwThis Information Memorandum for listing has been approved by Kanghong International Trade Co., Ltd. (BVI Company Number: 1977961, the “Company”)

83

Dutch Caribbean Securities Exchange

Listing Advisor

荷兰加勒证券交易所上市保荐机构

This is the last page of the IM document (Back Cover) There is no more content below

  • For the Listing of Kanghong
  • International Trade Co Ltd
  • Table of Contents
  • 1 Summary of Certain Defined Terms
    • ldquoThe Company Kanghongrdquo
    • ldquoKHrdquo
    • ldquoDCSXrdquo
      • The Dutch Caribbean Securities Exchange
        • ldquoACTrdquo
        • ldquoIFRSrdquo
          • International Financial Reporting Standards the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements
            • ldquoLADrdquo
              • Listing Advisor
                • ldquoChucheng Capitalrdquo
                  • Shanghai Chucheng Investment Management Co Ltd
                    • ldquoListing Rulesrdquo
                      • The Listing Rules of the DCSX
                        • 3 Issuer and the List of Institutions Related to the Listing
                        • Issuer
                        • Operating Entity in China
                        • Listing Advisor
                        • Lawyer
                        • Auditor
                          • 5 Terms of the Issuance and Investment Overview
                            • Company Nature
                            • Listing Advisor (LAD)
                            • Listing on the DCSX and Fund-raising Purposes
                            • Sales Period Commitment
                              • The Stock Options
                                • The RegistrationTransaction of the Depository Receipts
                                • Listing Cost
                                • Inquiry
                                  • 6 Business Overview
                                  • 8 Directors and Senior Management
                                    • Directors
                                      • Mr Yan Su Chairman of Board of Directors
                                      • Mr Xincheng Wang Executive Director
                                      • Mr Jie Ma Independent Non-Executive Director
                                      • Mr Guanshi Gao Independent Non-Executive Director
                                        • Senior Management
                                          • Mr Xincheng Wang Chief Executive Officer
                                          • Auditorrsquos Report
                                          • Three-Year Projection
                                          • Market Value
                                            • Loan Contract
                                              • KH has signed a loan contract with Shidian Rural Credit Cooperative According to the contract the Cooperative loans up to RMB 6 Million to the Company from November 24th 2016 to November 24th 2019 KH uses the loan to purchase black fungi from gro
                                                • Contracts with Growers
                                                • Strategic Partnership Agreements
                                                • Product Development Contracts
                                                • Product Processing Contracts
                                                • Other Cooperation Contracts
                                                • Other Receivables and Payables
                                                  • The success of any investment activity may be affected by general economic conditions