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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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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.
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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
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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
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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
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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