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LISTING MEMORANDUM Admission To List and Trade on the Dutch Caribbean Securities Exchange (“DCSX”) Xiamen Yilikang Trading Company Ltd - Peoples Republic of China Listing of 31,600,000 shares for an initial trading price of USD 1. = each Date: 25 May, 2018

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Page 1: LISTING MEMORANDUM · LISTING MEMORANDUM Admission To List and Trade on the Dutch Caribbean Securities Exchange (“DCSX”) Xiamen Yilikang Trading Company Ltd - Peoples Republic

LISTING MEMORANDUM

Admission To List and Trade on the

Dutch Caribbean Securities Exchange (“DCSX”)

Xiamen Yilikang Trading Company Ltd - Peoples Republic of China

Listing of 31,600,000 shares for an initial trading price of USD 1. = each

Date: 25 May, 2018

Page 2: LISTING MEMORANDUM · LISTING MEMORANDUM Admission To List and Trade on the Dutch Caribbean Securities Exchange (“DCSX”) Xiamen Yilikang Trading Company Ltd - Peoples Republic

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IMPORTANTE MESSAGE TO INVESTORS

This Listing Memorandum has been prepared under the responsibility of Xiamen Yilikang Trading Company

Ltd (the “Issuer”) by Amergeris Global Listing and Exchange Services as Xiamen Yilikang Trading Company

Ltd.’s mandated Listing Advisor (the “Listing Advisor”). Although the (summary) information, statements,

forecasts, projections, opinions, or comments about the Issuer - current as at the date of preparation -

contained or referred to in this Memorandum, or in any accompanying document (the “Information”) is

contemplated with great care, it does not purport to be complete. Statements and other references made to

Forecasts, Projections, Estimations and similar exercises (“Projections”) should be considered as

illustrative. The actual outcome may be materially affected by changes in economic conditions and other

circumstances that cannot be foreseen. The reliance that can be placed upon forecasts is a matter of

commercial judgment. No representation or warranty is made by the Listing Advisor and/or the Issuer that

Projections contained in this Memorandum will be achieved

The Information should not be considered as a personal advice or a recommendation to investors or

potential investors in relation to holding, purchasing or selling securities or other financial instruments and

does not take into account your or any particular investment objectives, financial situation or needs. Before

acting on any information you should consider the appropriateness of the Information having regard to these

matters and in particular you should seek independent financial advice. All investment transactions involve

risks, which include (among others) the risk of adverse or unanticipated market, financial or political

developments and, in the case of international transactions, currency risk.

This Memorandum is distributed by the Listing Advisor under the express understanding that no

representation or warranty, expressed or implied, is made, nor is responsibility of any kind accepted by the

Listing Advisor or by any of its officers, employees, or agents. No officer, employee, or agent is authorized

to make any such representation or warranty or to give any other information in relation the Issuer, its

business or this proposition. If given or made, such representation or warranty or information must not be

relied on as having been authorized by the Listing Advisor and/or the Issuer.

Distribution of this Memorandum, is for the Issuer’s sole purpose of being approved to list and trade

Securities on the DCSX. Accordingly, this Memorandum may not be reproduced or used (in whole or in

part) for any other purpose, nor furnished to any person other than those to whom copies have been so

submitted without the written consent of the Company.

No recipient of the Prospectus shall be entitled to disclose any Information to any other person or entity

except in accordance with the Confidentiality paragraph of this Prospectus. Recipients shall not be entitled

to use any of the Information otherwise than for the purpose set out above.

The distribution or possession of this Memorandum may be restricted by law in certain jurisdictions. Persons

into whose possession this Memorandum comes are required by the Issuer and the Listing Advisor to notify

them and to observe and act in accordance with the Confidentiality paragraph. Neither the Central Bank of

Curacao and Sint Maarten, nor the DCSX has examined or approved the contents of this document. The

DCSX has only reviewed the document pursuant to the standard listing or registration requirements for

Securities on the DCSX. The Securities are not dealt on any other recognized investment exchange.

Page 3: LISTING MEMORANDUM · LISTING MEMORANDUM Admission To List and Trade on the Dutch Caribbean Securities Exchange (“DCSX”) Xiamen Yilikang Trading Company Ltd - Peoples Republic

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CONTENTS

1. Procedures .......................................................................................................................................... 4

2. Corporate Directory ............................................................................................................................ 6

3. SUMMARY of the LISTING ..................................................................................................................... 8

4. TERMS AND CONDITIONS OF THE LISTING ........................................................................................... 9

5. THE COMPANY .................................................................................................................................... 12

6. THE MARKET ....................................................................................................................................... 19

7. Financial overview .............................................................................................................................. 20

8. RISK FACTORS .......................................................................................................................................... 21

Availability of this document ...................................................................................................................... 22

APPENDICES ................................................................................................................................................ 22

Page 4: LISTING MEMORANDUM · LISTING MEMORANDUM Admission To List and Trade on the Dutch Caribbean Securities Exchange (“DCSX”) Xiamen Yilikang Trading Company Ltd - Peoples Republic

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1. PROCEDURES

How does it work?

Applications to purchase Securities cannot be made to the Issuer directly. If the listing involves an initial

offering in order for the Issuer to raise investor funding, interested investors can apply to purchase securities

in what is called the Primary Market. Application is done by means of filing a signed subscription form with

one of the participating authorized brokers as long as the Issue is open for subscription. After closing of the

subscription period, the respective participating authorized brokers prepare one overall subscription form

in their name and file it with the Lead Broker (Amergeris).

After processing the broker subscription forms the Lead Broker reports back the number of allotted

securities per broker and notifies the DCSX. The DCSX confirms the allotment with the Central Securities

Depository (“CSD”) which then registers the securities as book entries in each of the broker’s custody

accounts. The investors need to make sure there is enough money in their account with the Broker before

the start date of the listing. Upon payment of the Issuer by the CSD on the start date, the securities will be

Listed, visible on the Website of the DCSX and become freely tradable in the secondary market on the

exchange, unless particular restrictions apply.

After closing the subscription, no Securities will be offered for sale in the Primary Market (a) by or on behalf

of the Issuer or (b) by any of the Authorized Brokers, except with the permission of the Issuer and as long

as such sale does not exceed the total number of securities approved for Listing.

Listing & Trading on the DCSX This Listing and Trading on the DCSX is bound by the Rules and

Regulations of the exchange. The DCSX is subject to supervision by the

Central Bank of Curacao and Sint Maarten (“CBCS”).

Invest in the Securities If an investor decides to invest in the Securities under the conditions of

this Prospectus, he/she should open an account with one of the

Authorized brokers and place his/her order with the Broker. All investors

are subject to the client acceptance and compliance policies of the

respective broker. Submission of an order automatically implies the

obligation of the investor to pay for the Securities and the Trade

commission upon a matched trade unless the order is timely cancelled,

i.e. before the offer to buy is matched with an offer to sell. Investors

should make sure there are sufficient investable liquidities in the

account with their Authorized Broker.

Participating Authorized

Brokers

Authorized brokers are the DCSX licensed Brokers and mentioned as

such on the website of the Exchange (www.dcsx.cw). Brokers who

participate offering securities in the Primary market are the participating

authorized brokers. The Lead Broker for this issue is Amergeris Global

Listing & Exchange Services N.V.

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Dematerialization / Availability

for Trading

On the transfer date of the Securities, the CSD will proceed with the

electronic registration of the Shares and issue registration confirmation

to the Securities Agent. The Issuer receives the registration notification

from the Securities Agent. After the dematerialization, there will be no

more physical Securities.

Payment of Dividend The Securities Agent will monitor if the Issuer complies with all their

obligations and will look after the investments of the investors. In its role

as Paying Agent, the participating Authorized Broker will take care of

possible dividend payments through the Approved Securities

Depository each period to the extent applicable.

Frequently Asked Questions

How many Securities will be

issued to investors directly?

None. The existing share capital will be listed and made available for

trading on the DCSX.

Offer Period Not Applicable

What is the amount of any

expenses and taxes

specifically that will be charged

to me?

Until further notice, the standard DCSX trade commission is 15 basis

points of the value of the trade, charged to both the buyer and the seller

of a security. The brokerage commission is part of the arrangement

between the investor and his/her participating authorized broker.

Can I sell my Securities to

another investor?

Yes, your securities can be sold or ‘traded’ via the DCSX after the official

registration date which will be announced by the DCSX.

What happens if the Issuer

discontinues operations and/or

cannot repay my participation?

There is no principal protection. This means that in theory it’s possible

that the invested amount cannot be redeemed from the Issuer and the

investor loses his money.

Where can I find possible

updates to the information in

the Prospectus?

Once listed, the issuer has ongoing publication obligations. Any

information that can reasonably be expected to have significant impact

on valuation, trading volume and the financial situation of the issuer will

be reported to the DCSX by the Issuer’s Listing Advisor. DCSX will

inform the other authorized brokers and publish the news on

www.dcsx.cw if deemed necessary.

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2. CORPORATE DIRECTORY

i. Issuer name, address, telephone number and website (optional)

Xiamen Yilikang Trading Company Ltd. No. 1353 Jizhong Road Tongan District Xiamen City, Peoples Republic of China Tel: +86 592 2682171

ii. Name(s) of the Director(s), Country, Nationality and Profession

NAME: Sung Mao-Chin Country: Taiwan Nationality: Taiwan Profession: Director NAME: Ye Wen-Juan Country:; China Nationality: Chinese Profession: Director NAME: Zhou Canping Country: China Nationality: Chinese Profession: Director

iii. Securities Agent

iv. Paying Agent

v. Securities Depository

Amergeris Global Listing & Exchange Services Pareraweg 45 P.O. Box 4914 Willemstad, Curacao Tel: (+5999) 434 3500 Website: www.amergeris.com Contact person: Mr. Frank Lammers Vidanova Global Custody Foundation Schottegatweg Oost 44 Willemstad, Curacao Tel: +5999 732 2900 Contact person: Mrs. Maria-Liza Zunder Curiel

vi. Listing Advisor Amergeris Global Listing & Exchange Services Pareraweg 45 P.O. Box 4914 Willemstad, Curacao Tel: (+5999) 434 3500 Website: www.amergeris.com Contact person: Mr. F. Lammers

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vii. Participating Authorized Lead Broker Amergeris Global Listing & Exchange Services Pareraweg 45 P.O. Box 4914 Willemstad, Curacao Tel: (+5999) 434 3500 Website: www.amergeris.com Contact person: Mr. F. Lammers e-mail: [email protected]

viii. Auditor (main operating company)

Xiamen Zhong Yong Xu Accounting Firm Ltd

12F, Building A, Yujingyuan, Hubin South Road No.2,Siming,Xiamen,Fujian Province, China Tel: 0592-2271262 Website: www.xxkjs.cn

ix. Legal Counsel Xiamen YiMao Lawyer Law Firm 903-904 Huli Building, 619 Hushui Road, Huli District - Fujian Province, Xiamen, China Tel: 0592-5797808 / 0592 – 5797828 Email: [email protected] / Web: www.fjymls.com

Description of Amergeris Global Listing and Exchange Services

Amergeris is a licensed company in Curacao acting as a prime listing agent and broker on the DCSX. The

core business is to coordinate and manage the pre and post listing processes of securities on the DCSX.

Amergeris plays a defining role for both issuers and investors, because it ensures that: (a) the issuers listing

application can be handled by DCSX, the Listing Committee; (b) the issuer has the said investor relevant

(collateral) documents in place; and (c) once listed, the ongoing (information) obligations of the issuer

towards the exchange are met.

In order to fulfil this role, Amergeris:

Undertakes extensive due diligence on a company considering to list securities on the DCSX;

Provides guidance throughout the flotation process;

Prepares the company for being on the (public) market;

Helps preparing the DCSX admission documentation, including the Prospectus;

Acts as liaison between the company and the DCSX once the securities are listed.

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Confidentiality

This Prospectus contains confidential information. The Prospectus is made available to potential investors

in the Securities on the strict understanding that it is confidential and personal to each recipient. Each party

receiving the Prospectus shall keep it confidential and shall use the information therein solely for the

purpose for which it was provided and for no other purpose. Neither the Prospectus nor the information

therein, may be distributed to any other party in any form, without the written permission of Amergeris and

Xiamen.

3. SUMMARY OF THE LISTING

The Company

Xiamen Yilikang Trading Company Ltd. is a limited liability company incorporated under the laws of the Peoples Republic of China (P.R.C.), on the 22nd of June 2009 and with registration number 913502126852854823. As used in this Memorandum and any supplement to it, the terms “Company” and/or “Issuer” do refer to Xiamen Yilikang Trading Company Ltd. The main activity of the Issuer is participation / holding shares in wholesale and trading companies active

in the following sectors:

Beauty and Body care;

Home appliances;

Food Additives;

Medical equipment;

Bio chemicals;

Software.

To the Issuer, the Beauty & Body (Health) sector is the most important and this is where the focus will be

on in the coming five years. the Main operating company is Xiamen Yilikang Biology Technology Company.

The focus for the next 5 years is on further investment / business development, especially the development

of an eco-park (primary) and a new production plant (secondary). The value of the land the Issuer purchased

to develop the eco-park and the new production plant on, increased significantly over the last few years.

Investors indicated their interest to participate in the developments mentioning bid prices of around USD 1.

= per share already.

The first financing round to start the project takes place in China. This Admission to list and trade on the

DCSX is meant to be instrumental. Main purpose: recognition and profile elevation.

Later on, there may be funding rounds and issuance of new securities via the DCSX.

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Application to List & Trade existing share capital

Application is made to list on the DCSX and make tradable 100% of the equity ownership, being 31.6 million shares in the nominal amount of USD 0.10 each (“The Shares”). Considering the increasing value of the land and the business expectations, the Issuer decided to list the shares at a market price of USD 1. = each. There will be no initial offering of the shares. The listing price should be considered the minimum ask price for which the current shareholders would consider a bid from a prospective buyer.

Reasons for Listing on the DCSX

This admission to list and trade securities on the DCSX is being undertaken by the Issuer for Recognition

purposes in the first place. Listing will underline the Issuer’s sound corporate governance and allow

valuation of the company by the market.

Furthermore, listing on the DCSX is the companies and business owner’s first experience with ‘Going

Public’, proving input for future businss and estate planning.

Address for Inquiries

Interested parties are invited to contact the Listing Advisor of the Company. Requests for further information

should be directed to:

Amergeris Global Listing and Exchange Services N.V.

Pareraweg 45

Curaçao

Telephone: +599 9 434 3638

E-mail: [email protected]

4. TERMS AND CONDITIONS OF THE LISTING

The Listing

Application is made to List on the DCSX and register with the local central securities depository the total number of 31,600,000 shares issued and paid up, at the nominal value of USD 0.10 each. The Listing price, to be considered as the minimum ask price for initial trading is determined at USD 1. = per share. This means an admission to list and trade shares for an aggregate market value of USD 31,600,000.00.

The Shares are listed only on the basis of this Memorandum. The most recent financial records of the

Company form an integral part of this Listing Memorandum, The Company and/or its Board of Directors

have authorized no other information or representation.

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Description of Securities

Each Share shall:

a) entitle the holder to one vote on all matters on which shares may be voted. All shares shall be identical to each other in all respects;

b) participate in the profits of the Company by the means of dividends while it is a going concern. The distribution of dividends is determined at the sole discretion of the shareholders' meeting of the Company. In the event of liquidation of the Company, only the holders of the Shares are entitled to the benefit of the surplus assets of the Company after the payment of all creditors.

All decisions of the shareholders will be made by the holders of a majority of outstanding Shares

represented at a meeting.

Availability

The delivery of this Memorandum may be restricted by law in certain jurisdictions. Potential investors should

inform themselves about and observe all applicable restrictions. The Issuer reserves the right to withdraw,

cancel or modify the Listing and to reject any order to purchase Shares, in whole or in part, for any reason.

Pre-emptive Rights

The shares do allow preemptive rights to its holders in case new shares are issued by the Company.

Fiscal Year and Reporting Frequency

The Company’s fiscal year end is December 31 of each calendar year. Under the laws of the Companies home country, the Issuer keeps financial records without the obligation to file audited financial statements. Audited financial statements will be produced as per the first fiscal year end after listing on the DCSX.

De-Listing

The shares cannot be de-listed from the DCSX without the written consent of the Company’s Board of

Directors.

Securities Exchange Registration

Application will be made for the Shares to be listed on the Dutch Caribbean Securities Exchange N.V. (the “DCSX”). The application costs and the annual listing costs will be paid by the Company.

Commitment Date

The tentative listing date is not later than May 31, 2018 and will be published by the DCSX.

Lock-in Arrangements

The Company has agreed not to introduce a lock-in arrangement.

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Taxation

The Company itself is subject to tax, being it a Corporation under the laws of the Peoples Republic of China.

and considered tax resident in that jurisdiction. The Company’s subsidiaries are taxed in their country of

residency in accordance with applicable local legislation. Shareholders are taxed in their country of

residence or otherwise, and therefore need to verify the relevant applicable legislation with their fiscal

adviser.

Dividend Policy

The Directors anticipate that, following Admission, earnings will be retained for development of the

Company’s business and will not be distributed for the foreseeable future. The declaration and payment by

the Company of any future dividends and the amount will depend on the results of the Company’s

operations, its financial condition, cash requirements, future prospects, proceeds available for distribution

and other factors deemed to be relevant at the time.

Further details of the dividend rights and any restrictions thereon are set out in the articles of Incorporation.

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5. THE COMPANY

The Issuer is a limited liability company incorporated under the laws of the Peoples Republic of China on the 22nd of June 2009 with registration number 913502126852854823. The main activity of the issuer is participation / holding shares in companies active in:

Beauty and Body care;

Home appliances;

Food Additives;

Medical equipment;

Bio chemicals;

Software development.

THE ISSUER holds investments in the following companies:

company name Shareholding

Main business

Xiamen Yilikang Biology Technology company 100.00% Health food manufacturing and packaging

Chang-Ban(Xiamen) Health Management Ltd. 30.00% Health management consulting

Xiamen Yu-Kang-Huei Healthcare services Ltd. 100.00% Health services

Xiamen Xian-Ni-Wei Cure Biology Technology company 51.00% Cosmetic

Xiamen Gong-Xiao-Tuan Trading Company Ltd. 100.00% Community welfare health services.

Xiamen Wei-Nuo Cure Biology Technology company 100.00% E-commerce

Guangdong DA KANG HAN GONG Enzyme Biology Technology company (Guangdong CHANG-XING Co., Ltd.)

10.00% Health food manufacturing and packaging

Board of Directors

The Board of Directors consists of the following persons, each with ample experience and a wide

professional network in relevant fields:

Sung Mao-Chin

Ye Wen-Juan

Zhou Can-Ping

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Corporate Governance

The Directors recognize the importance of sound corporate governance and are adopting policies in which

sound corporate governance principles are laid down, avoiding related party transactions or conflicts of

interest. The Directors periodically perform adequate risk assessment according to applicable local

Corporate law.

Structure Chart

Zhou Can Ping 0.55% shareholder

Ultimate Beneficiary

Xiamen Wang Qin Investment Company 1.66% shareholder

Ultimate Beneficiary

Ye Wen Juan 27.79% shareholder

Ultimate Beneficiary

Song Mao Qing 70% shareholder

Ultimate Beneficiary

Xiamen Yilikang Trading Company Ltd

100% Shareholder

Xiamen Yilikang Biology Technology Company Ltd

100% Shareholder Xiamen Yu-Kang-Huei Healthcare

Services Ltd

100% Shareholder Xiamen Gong-Xiao-Tuan Trading

Company Ltd

100% Shareholder Xiamen Wei-Nuo Cure Biology

Technology Company Ltd

51% Shareholder Xiamen Xian-Ni-Wei Cure Biology

Technology Company Ltd

30% Shareholder Chang-Ban (Xiamen) Health

Management Ltd

10% Shareholder Guangdong Chang-Sing Co. Ltd

Activities: Hold participations direct or indirect in

P.R.C. companies, particularly active in the

cosmetics, food additives, bio-technology sectors.

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The Company’s direction for the coming years

For the next five years, the Company will focus on capitalization of its competitive advantages including

patents and trademark registrations, new business and the growth thereof.

It is planning to build the number one sustainable (“Green”) eco-park and industrial enzyme plant of

P.R.C. in Northwest Ningxia. The new park will apply the most advanced forms of fermentation. The plant

will support distribution of raw material at an unmatched scale.

Enzymes & Fermentation by Xiamen Yilikang Trading Company Ltd

The Issuer’s enzyme products belong to the world's high temperature & acid resistant strains, available in

various applications, such as powder, liquid, jam, tablets and so on. The Company produces a full range

of enzymes helping to optimize the human body metabolism, including but not limited to cereal enzymes,

vegetable enzymes, fruit enzymes and probiotic enzymes.

Competitive advantages

1. Unmatched technology 2. Scale advantages 3. Brand recognition 4. Proven contribution to significantly lower blood fat 5. Great after-sales service 6. Trademark & Patent registrations:

Product trademark registration

Serial number

Trademark Registration Number Validity

1 益力康 (YI LI KANG) No.13111061 2022/01/13

2 益立素 (YI LI SU) No.7708462 2021/01/20

3 益立素 (YI LI SU) No.8582135 2022/01/13

Besides trademark registration, the Issuer holds many patents and has several important patents pending.

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Patents (Pending)

Category Case Name Application date

Publicity date

Patent Number

Design patents

Enzymes 1 (BOX)

2013/9/26

2014/3/19

ZL 2013 30460151.1

Enzymes 2 (BOX)

ZL 2013 30460062.7

Enzymes 3(BOX)

ZL 2013 30460338.1

Enzymes 4 (BOX)

ZL 2013 30460002.5

Enzymes 5 (BOX)

ZL 2013 30460271.1

Enzymes 6 (BOX)

ZL 2013 30460522.6

Enzymes 7 (BOX)

ZL 2013 30460887.9

Enzymes8 (BOX)

ZL 2013 30460788.0

Invention patents

Patent 1 2015/4/17 2015/8/12 Substantive examination

Patent 2 2016/7/26 2016/12/7

Patent 3 2016/7/26 2016/11/16

Patent 4 2016/7/26 2016/11/9

Patent 5 2016/7/26 2016/11/9

Patent 6 2016/7/26 2016/12/7

Patent 7 2016/7/26 2016/12/7

Patent 8 2016/7/26 2016/12/14

Patent 9 2016/7/26 2016/12/7

Utility model patents

Utility model patent 1

2017/9/11

Utility model patent 2

2017/9/11

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Business Development Xiamen Yilikang Trading Company

Existent: Product manufactoring

Yilikang Operating Headquarters in China fully funded the establishment of Yilikang Biotechnology Co.

LTD. The construction completed in December 2014. It's a comprehensive enterprise with integrated

research and production.

The company is located at Huli Park, Tongan Industrial Concentration Area, Xiamen. The company's

existing plant covers over 3500 square meters and services domestic as well as international clientele.

To be established: Green agriculture planting eco-tourism park

A. Land Planning

1. Overall planning area: 8000a.

2. Greenhouse variety area: 1000a.

3. Daylight planting area: 6000a.

4. Initial processing factory area: 500a.

5. Ecological green base: 500a.

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Estimated Investment (Projection)

Project planning: Unit: Million (USD)

NO. Planning Industry Planning Project Estimated Investment

1.

Primary industry: Green agriculture planting eco-tourism park

Green agriculture planting eco-tourism park 18.80

3

Secondary industry: Garden visit mode/ Enzyme fermentation plant

(1) Raw material fermentation plant: (Production, teaching, research base)

4.71

4 (2) Refine the production line 6.28

5 (3) Daily production line 6.28

6 (4) Beverage production line 7.85

7 (5) Logistics and distribution center

3.14

8 (6) R & D technology building 4.71

9 (7) Integrated office building 23.50

10

Tertiary industry: Integrated service industry

Recuperation and convalescence (Convalescence testing service station)

6.28

11 Rehabilitation center for elderly (Seniors checkup)

6.28

12 Pre-delivery health center (Postpartum care)

6.28

13 Education union industry (Child health counseling)

6.28

14 Medical system (Chronic disease medical services)

4.71

15 Working capital Working capital emergency-money

15.72

120.79

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Estimated Operating Income (Projection)

Unit: Million (USD)

NO. Planning Industry Planning Project Year / Benefit Assessment

1.

Primary industry: Green agriculture planting eco-tourism park

Green agriculture planting eco-tourism park 48.00

3

Secondary industry: Garden visit mode/ Enzyme fermentation base

(1) Raw material fermentation plant: (Production, teaching, research base)

12.60

4 (2) Refine the production line 30.30

5 (3) Daily production line 20.00

6 (4) Beverage production line 32.00

7 (5) Logistics and distribution center

8.90

8 (6) R & D technology building 12.60

9 (7) Integrated office building 12.60

10

Tertiary industry: Integrated service industry

Recuperation and convalescence (Convalescence testing service station)

24.00

11 Rehabilitation center for elderly (Seniors checkup)

24.00

12 Pre-delivery health center (Postpartum care)

39.00

13 Education union industry (Child health counseling)

26.00

14 Medical system (Chronic disease medical services)

40.00

330

Unit: USD

Year / Benefit assessment 330 million

Year/ Operating profit margin 15%

Year/ Operating profit 330 million X 15% = 49.65 million

The total of operating profit for 5 years 49.65 million X 5 years= 248.25 million

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6. THE MARKET

Enzymes and the Health & Beauty Market

Several studies in the fields of Economic Megatrends and The New Wellness Revolution show that the

Health and Beauty industry will be one of the bigger if not the biggest market in the future, referred to as

‘the ever green tree’ because it has shown to be economic downturn resistant. Food and food

supplements represent a significant piece of the pie.

Enzymes play an ever more important role in food processing, both in traditional and novelty products.

Nearly eighty years ago, Dr. Edward Howell, a physician and researcher, uncovered nature's secret to

healthy digestion. While others were touting vitamins and minerals as the nutritional breakthrough of the

century, Dr. Howell discovered perhaps the most vital nutrients of all food enzymes. Through his

extensive clinical research, he learned that food enzymes are essential for proper digestion which directly

correlates with dramatic improvements in health and longevity.

He found that the heating of food in any form destroys the enzymes essential for efficient digestion of the

portion of food one eats. Besides being a raw food advocate, by carefully selecting the sources and

methods of growth and extraction, Dr. Howell was able produce unique and highly active enzymes that,

when added to the diet, provide the same type of digestive activity as raw food enzymes, relieving some

of the body's digestive stress. Thus, the first vegetarian enzyme supplement, known as Genuine N·Zimes,

was produced in 1932. For the next 60 years, Dr. Howell diligently researched the therapeutic health

benefits derived from the use of enzyme supplements.

Enzyme supplement production has developed into an important industry in Japan, Taiwan and the United

States. In Japan, annual consumption reaches 1 Billion easily. Back in 2012, the global enzyme market

reached a size of USD 5 Billion while the market size is expected to exceed USD 60 Billion this year

according to the BCC Research segment report.

Enzymes penetrated China's health industry nearly 20 years ago, when people became aware of the

importance of beauty, health and the contribution of supplements.

The Yilikang Group has a 24-year rich history of enzyme processing in order to fight overweight and

chronical diseases, Song Maoqing is a chairman of Yilikang Group who won the “Natural Medicine

Individual Achievement Award” by WHO in 2014.

Chinese economy

The economy started 2017 on a positive note supported by improving exports and supportive macro-

policies. Retail sales growth remained firm, industrial production and investment showed some signs of

revival.

Growth is expected to decelerate somewhat towards +6.3% in 2018 (after +6.7% in 2017) as a result of a moderation of credit growth. The central bank and the financial regulator have stepped up measures to

contain financial risks namely bubbly property markets, a rise in shadow banking activities and an elevated

corporate debt. Fiscal policy will remain expansionary to avert a sharp slowdown. Private consumption

would continue to grow at a strong pace driven by continued rise in wages and (still) solid labour market.

Risks, on balance, are still elevated. Domestic imbalances (debt and excess capacity, e.g.) prevail and

require quick actions from policy makers. External sources of risk stem from fragile trade environment, and

uncertain (trade, monetary) policy orientations in the US.

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While financial authorities tighten, the government keeps the fiscal tap open. Fears of deflation have

reduced compared to last year. Signs of reflation have broadened. Producer price inflation returned to

expansion. Consumer inflation is at a decent level, hovering in a +1% - 2% range. Against this background,

financial authorities are set to prioritize financial stability over growth. While the official stance is neutral,

signs of a gradual tightening are increasing. These includes especially: tightened lending rules to limit

corporate leverage and risky lending (shadow banking, e.g.); stricter rules on property purchases in order

to cool housing prices.

Public finances are set to deteriorate further as the government extends it support to the economy. Public

deficit will be around 4% GDP in 2017. However, rising public should not pose a significant risk to the

economy in the short-term due to a relatively low base (below 60% GDP) and a favorable composition

(mainly held domestically). (Source:EulerHermes)

7. FINANCIAL OVERVIEW

The (in-house) financials are attached as appendix. The summary Balance Sheet, Income Statement and Cash Flow Statement are as follows.

Summary Balance Sheet

Balance Sheet (USD) 2016 2017

Shareholders' Equity 2,410,362 2,238,383

Long term Liabilities - -

Current Liabilities 2,412,652 2,819,415

Fixed Assets 3,169,499 3,141,629

Current Assets 1,653,516 1,915,262

Shareholders' Equity Ratio 50% 44%

The main fixed asset is a large plot close by the biotech production plant of which the market value is

multiple times the book value (Xike Plant).The Issuer purchased the Xike plant in Tongan district, Xiamen

City in 2015. It covers an area of 25,993.9 square meters and is located in the traffic arteries.

In the period between 2015 and 2017, the land around the Xike plant area converted into commercial

land. According to government practice, the plant itself will also be converted into commercial land. In that

scenario, the market price will become around RMB 35,000 per square meter (USD 5,556 p/m2.) This

would mean an estimated total market value of around USD 140 million.

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Summary Profit & Loss Statement

Profit & Loss (USD) 2016 2017

Sales 1,490,753.72 1,594,072.01

Other income 9,441.43 5,412.78

Cost of Goods Sold (655,966.71) (812,017.47)

Operational Costs (938,255.34) (959,052.32)

Other costs (2,975.40) (504.49)

Depreciation - -

Interest - -

Result (97,002.30) (172,089.49)

Tax - -

Net Profit (97,002.30) (172,089.49)

EBITDA (97,002.30) (172,089.49)

EBIT (97,002.30) (172,089.49)

Cost Income Ratio 107% 111%

Interest Coverage

8. RISK FACTORS

Investment Risk

All equity investments risk the loss of capital. While the Board of Directors will devote its best efforts to the management of the Company’s operations, there can be no assurance that the Company will not incur losses. Many unforeseeable events, including actions by various government agencies, and domestic and international political events, may cause sharp market fluctuations.

Regulation Risk

The systemic risks - often related to unforeseen and/or sudden changes in local legislation - are still closely

related and may represent a risk for the company’s operations.

Fraud Risk

Internal Fraud is an unfortunate event that can occur in any organization. This activity is made all the easier

when an organization does not have in place the adequate processes and security or ‘checks and balances’.

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Economic and Political Risk

China its country risk level according to EulerHermes is rates at Medium Risk political risk.

Credit risks remain a cause of concern. High corporate indebtedness to impact growth potential

Overcapacity concerns in certain industrial sectors will continue to drag on profits

Exposure of banks to rising corporate debt levels and deterioration in asset quality

Government’s strategy is ambiguous on arbitrating between reform and growth

Environmental issues

Ageing population and gradual depletion of cheap labour pool

On the foreign policy front, fears of a full-fledged trade war between the US and China have dissipated, but

the new American administration will continue to impose anti-dumping charges on Chinese goods on a

case-by-case basis. The crux of the question in the coming months will be to observe how the relations

between China and the US evolve over tensions in the Korean peninsula. Some progress on this regards

seems apparent following from U.S. President Donald Trump’s visit to China in November 2017. (Source:

Coface).

AVAILABILITY OF THIS DOCUMENT

This Memorandum is produced and filed with the DCSX for the sole purpose of obtaining approval for THE

ISSUER to list and make tradable its shares on the DCSX. Notwithstanding the right of the DCSX to provide

access to this Prospectus via its website www.dcsx.cw after the approval was granted, copies of this

document can be made available by the Listing Advisor to interested investors after written approval of the

Issuer free of charge.

APPENDICES

Financial records