Information Memorandum · This Information Memorandum for listing has been approved by Jia Mei Young Sun Holdings Group Co., Ltd., (BVI Company Number: 1958712, “the Company”)

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Dutch Caribbean Securities Exchange, Listing Advisor

荷兰加勒⽐证券交易所上市保荐机构

Information Memorandum For the Listing of Jia Mei Young Sun

Holding Group Company Limited

Incorporated under the laws of BVI Business Companies Act, 2004 (No. 16 of 2004) on October 23rd, 2017 with BVI Company Number 1958712

www.chinacccg.com

http://www.chinacccg.com/

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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

4.1 Business Structure ................................................................................................................................................ 7

4.2 About the Company .............................................................................................................................................. 8

4.3 Company’s Operation ........................................................................................................................................... 8

5. Terms of the Issuance and Investment Overview ................................................................................. 10

6. Business Overview ................................................................................................................................ 12

6.1 Executive Summary ........................................................................................................................................... 12

6.2 Products and Services ........................................................................................................................................ 12

6.3 Marketing Strategy ............................................................................................................................................ 16

6.4 Development Strategy ....................................................................................................................................... 16

6.5 Business Partners ............................................................................................................................................... 17

6.6 Permit and License ............................................................................................................................................ 18

6.7 Related Parties ................................................................................................................................................... 20

6.8 Main Competitors .............................................................................................................................................. 21

7. Company Advantages and Investment Highlights ................................................................................ 22

7.1 Effective Products ............................................................................................................................................... 22

7.2 Convenient Platform ........................................................................................................................................... 22

8 Directors and Senior Management............................................................................................................. 23

9 Financial Statements .................................................................................................................................. 26

10 Material Contract and Agreement .............................................................................................................. 54

11 Risk Factors and Litigation ........................................................................................................................ 55

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1. Summary of Certain Defined Terms

“The Company / JM”

Jia Mei Young Sun Holdings Group Co., Ltd. (BVI Company Number: 1958712), a company incorporated in BVI

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 controls 100% shares of Jia Mei

Electronic Commerce Co., Ltd.

“JME”

Jilin Jia Mei Electronic Commerce Co., Ltd., a company registered in PRC and having its registered address at No.

7-1, No. 4 Road, Xiamen Street, Gaoxin District, Jilin City, Jilin Province, China, with 100% of its shares indirectly

controlled by the Company.

“DCSX”

The Dutch Caribbean Securities Exchange.

“ACT”

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

renewal thereof and any regulations made thereunder.

“IFRS”

International Financial Reporting Standards, a set of international accounting standards stating how particular types

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

“LAD”

Listing Advisor.

“Chu Cheng Capital”

Shanghai Chu Cheng Investment Management Co. Ltd.

“Listing Rules”

The Listing Rules of the DCSX.

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2. Important Information and Notice

Dear investors,

This Information Memorandum for listing has been approved by Jia Mei Young Sun Holdings Group Co., Ltd.,

(BVI Company Number: 1958712, “the Company”). The sole purpose of this Information Memorandum is to list

the presently outstanding shares on the Dutch Caribbean Securities Exchange N.V. (“DCSX”) 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 (DRs) upon completion of the official issuance of such DRs in full

accordance with the legal and procedural requirements of the issuance and listing of such DR 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 a suggestion on

legality, taxation, finance and so on, or as a relevant instruction or advice 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 Company's 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. In any jurisdictions, it should not form or rely on any part of

this Information Memorandum, or the publication of the facts as the incentives to sign any contract. This

Information Memorandum may be revoked at any time before the proposed listing, and it is especially subject to

the terms of this Information Memorandum. This document intends to allow future investors to consider the relevant

information and should only be used for this purpose. The Company may consider future (initial) public offering.

More information shall be available to investors when the Company gets to that stage.

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

and at any time to notify any potential investor to terminate the discussion. Also, the Company certainly reserves

the right to revoke, supplement, alter, modify, sort, or reduce the scope of the document and its subject under 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 “'believe”, “estimate”,

“expect”, “intend”, “may”, “will”, “shall”, “may”, or “should” 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 and/or the Directors as of the date of this Information Memorandum. As a result,

these forward-looking statements are not 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.

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

variety of assumptions which later may or may not prove to be (completely) true or may be subject to disagreement.

Each potential investor should investigate and analyze the quotations and other information presented in the

document. The Company does not have any obligation to provide any other information to the recipient in the

provision of documents. The document does not constitute a recommendation, endorsement or confirmation of the

value of the offering.

In some jurisdictions, the distribution of this document and security issuance may be restricted. Any person who

reviews the document and wishes to invest 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 by

themselves the foreign exchange and tax regulations apply to their citizenship, residence and or country of

residence.

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

Dutch Caribbean Securities Exchange (DCSX) or any other county/government authority and/or agency of Curacao

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

statements or guarantees to the accuracy or completeness of the Information Memorandum. Moreover, the content

of the Information Memorandum doesn't mean any approval, authorization, warranty, commitment, statement, or

certification of any country/government.

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

of the content of this Information Memorandum. The Listing Advisor (LAD), Shanghai Chu Cheng 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 also, it does not make any approval, commitment, statement, certification or guarantee to any

information in this Information Memorandum. When making an investment decision, investors must rely on their

independent examination and the provisions of this Information Memorandum, to consider the risks involved. Also,

the content of this information shall not be deemed legal, commercial or tax advices or any offer. Every investor

should consult a lawyer, business or tax advisor for legal, commercial, or tax advices.

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 (DRs) upon completion of the official issuance of such DRs in full accordance

with the legal and procedural requirements of the issuance and listing of such DRs 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

Company's share. A separate contract must be agreed upon between the Company and the shareholders specifying

the s 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 Brokers’ 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 Company's 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 Brokers’ 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 Brokers’ records shall prevail.

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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 “Risk Factors and Litigation”

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 the stock brokers and other professional advisors.

The date of this Memorandum is on May 11th, 2018.

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

Issuer

Jia Mei Young Sun Holdings Group Co., Ltd.

Vistra Corporate Services Centre,

Wickhams Cay II, Road Town,

Tortola, VG1110, British Virgin Islands

Contact Person: Shunji Jin

Tel: +86-0432-64687133

E-mail: [email protected]

Operating Entity in China

Jilin Jia Mei Electronic Commerce Co., Ltd.

No. 7-1, No. 4 Road,

Xiamen Street, Gaoxin District,

Jilin City, Jilin Province, China

Contact Person: Ye Dong

Tel: +86-0432-64687133


Listing Advisor

Shanghai Chu Cheng 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


Lawyer

Beijing Yingke Law Firm Shanghai Office

Yingke Law Building, 181,

Jiangchang No.3 Road, Jing 'an District,

Shanghai, China

Contact Person: Zhihua Wang

Tel: +86-021-36697980

Fax: +86-021-36697889


Auditor

Shanghai Shunzheng CPAs LP

Room 1220, No.28, Yuanwen Road,

Shanghai, China

Contact Person: Fengshan Liu

Tel: +86-021-62122672


mailto:[email protected]

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4. Company Overview

4.1 Business Structure

“Jia Mei Young Sun Holdings Group Co., Ltd.”, a company registered in the British Virgin Islands, BVI, is the

Company seeking to be listed on DCSX. “Jia Mei Young Sun Holdings Group Co., Ltd.” is 100 % owner of the

sub-company named “Yi New Technology (HK) Co., Limited” registered in Hong Kong and subject to the laws of

Hong Kong under the Companies Ordinance, which in turn is 100% owner of a sub-company named “Shenzhen

Xiang Yun Rui Cai Technology Co. Ltd.”. “Shenzhen Xiang Yun Rui Cai Technology Co. Ltd.”, a company

incorporated and organized under the laws of China as a Wholly Owned Foreign Entity (“WOFE”), owns 100% of

“Jilin Jia Mei Electronic Commerce Co., Ltd.” (“JME”). JME is the actual operating company in China with real

business.

Jia Mei Young Sun Holdings Group Co., Ltd.

(Incorporated in British Virgin Islands:

BVI Company Number: 1958712)

Yi New Technology (HK) Co., Limited

(Incorporated in Hong Kong)

Shenzhen Xiang Yun Rui Cai Technology Co. Ltd.

(Incorporated in Shenzhen City, China)

Jilin Jia Mei Electronic Commerce Co., Ltd.

(Incorporated in Jilin City,China)

100% Holding

100% Holding

100% Holding

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4.2 About the Company

“Jilin Jia Mei Electronic Commerce Co., Ltd.” is 100% owned by “Jia Mei Young Sun Holdings Group Co., Ltd.,”

a company incorporated and registered under the laws of the British Virgin Islands. “Jilin Jia Mei Electronic

Commerce Co., Ltd.” is a company incorporated and organized under the laws of China on July 23th, 2014.

“Jia Mei Electronic Commerce Co., Ltd.” holds the validated business license (Uniformed Social Credit Code:

912202143078778192) issued by Industry and Commerce Administrative Bureau of Jilin City, on January 25th,

2018.

Company Name: Jilin Jia Mei Electronic Commerce Co., Ltd.

Type of Company: Limited liability company (Non-natural person investment or holding by sole proprietorship)

Address: No.7-1, 4th Road, Xiamen Street, Gaoxin District, Jilin City, Jilin Province.

Legal Representative: Jun Nie

Registered Capital: RMB 10 million

Date of Establishment: July 23rd, 2014

Operating Period: Long Term

Business Scope: Providing commodity information consulting services on the Internet; Electronic products,

automobile, digital products, communication products, building materials (excluding wood), household products,

cosmetics, jewelry, crafts, textiles, clothing and household goods, toys, pre-packaged food and bulk food, health

care products, furniture, home appliances, stationery supplies, kitchen supplies, daily groceries, decoration

materials (excluding paint), sanitary ware, computer and auxiliary equipment, car sales; Commission agent (except

for auction except for special approval);Import and export trade; Information consultation on house purchase and

sale; Housing rental services; Enterprise management consulting; Insurance and business agent. (Projects needed

to be approved under the laws can be carried out after approved by the relevant departments.)

4.3 Company’s Operation

Jia Mei Young Sun Holdings Group Co., Ltd. and its ultimate subsidiary “Jilin Jia Mei Electronic Commerce Co.,

Ltd.” (hereafter often referred together as “JME”) is a company that aims to become one of the TOP Internet health

management platform in China that will advocate more people to exercise comprehensive health prevention and

promote national health level. More details about the Company can be found in Section 6 “Business Overview” of

this Information Memorandum. Detailed background information of the Directors and Senior Management Team

can be found in Section 8 of this Information Memorandum.

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Picture 1. Jilin Jia Mei Electronic Commerce Co., Ltd. Office

Picture 2. Jilin Jia Mei Electronic Commerce Co., Ltd. Office

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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 making an investment decision.

Company Nature

The Company is a limited liability company incorporated in the British Virgin Islands, on October 23rd, 2017. The

Company owns 100% of the shares of China’s operating entity, Jilin Jia Mei Electronic Commerce Co., Ltd. Till

the submission date of this memorandum, the Company’s shares are not listed in any other exchange. The

Company’s listed securities will be the Depository Receipts as explained in this Information Memorandum.

Investing in shares or Depository Receipts or other securities involves risks, and investors themselves shall have to

consider the risks involved.

Listing Advisor (LAD)

Shanghai Chu Cheng 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 it as Listing Advisor (LAD) under the Listing

Rules of the DCSX. The mission of Shanghai Chu Cheng Investment Management Co., Ltd is to assist the Company

to be listed on the DCSX. Shanghai Chu Cheng 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 doesn’t make any approval, commitment, statement, certification or guarantee to the content

of this Information Memorandum.

Listing in 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 with this listing. That the

company may wish to raise additional funds in the future through a complete new issuance and listing is confirmed

below. However, the Company and/or its shareholders may wish to trade in the future the Depository Receipts

corresponding to their existing shares through listing on the DCSX. The authorized capital of the Company is

280,000,000 shares, the nominal value of the shares is 0.00018 USD per share, and the listing price of the shares

will be 0.135 USD per share. The estimated market value of the Company will be 38,000,000 USD (specific future

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

9 “Financial Statements” of this Information Memorandum).

The Company does not exclude the possibility of raising funds through the issuance of new securities in the

future but will prepare and declare relevant and necessary documents and procedures under the laws or

listing rules, including the submission of a new Information Memorandum.

Sales Period Commitment

Currently, the Company’s board of directors holds a total of 51% shares. To provide potential investors with some

extent of comfort toward the long-term expectation of the Company, all directors of the Company (hereinafter

referred to as the “restricted shareholders”) have agreed not to trade any of their stocks or securities in any form

within 12 months from the date of listing on the DCSX and/or being able to trade (once converted to Depository

Receipts). To assure non-violation of the above and the applicable law, each restricted shareholder will agree not

to sell or distribute the Company’s shares or securities publicly or privately, and not to convert or exchange their

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shares or securities into any other securities, options or rights, during this period.

However, as to the Company’s total issued share capital, the restricted commitment mentioned above will not

apply to a possible tender offer. A more than 51% equity purchase offer can be regarded as a buyout offer, and

if the board of directors decides to accept the offer, the stock or security transaction caused by it can be exempt

from the above commitment, such a buyout shall be submitted for approval first to the DCSX.

The Stock Options

On the issuing date of this Information Memorandum, the Company or the group does not have any other unrevealed

stock option commitment.

The Registration/Transaction of the Depository Receipts

The Company will in the end and through a yet to be agreed issuer (a Financial Institution accepted by the DCSX)

issue Depository Receipts corresponding to the issued and outstanding shares but will not issue any certificates.

With the listing of the Company’s Depository Receipts on the DCSX, the DCSX and its Brokers will register and

manage the trading of the securities. The DR securities may be traded in the market, but the Company will and

cannot make any guarantee of their liquidity. The Company agrees that the Company and all the shareholders should

take the responsibility of submitting the complete and accurate information about the shares/stocks and the required

Depository Receipts to the Financial Institution that will issue the DR’s. After the listing, the registration and

trading of the Depository Receipts must obey the laws and regulations of the DCSX and other relevant regulators.

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

in their names. Meanwhile, when the Company holds a general meeting of shareholders, the Depository Receipt

holders should also be notified, and the Company allows Depository Receipt holders to exercise the same voting

rights as direct shareholders.

Listing Cost

The cost of the listing and all other directly attributed costs (including audit fees, legal fees, and other professional

costs) associated with the listing are paid by the existing funds of the Company.

Inquiry

Any inquiry on / regarding this Information Memorandum about listings should be dealt with the Listing Advisor

(LAD), Shanghai Chu Cheng Investment Management Co., Ltd.

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6. Business Overview

6.1 Executive Summary

Jilin Jia Mei Electronic Commerce Co., Ltd. (hereafter referred as “JME”) was established in July 2014 with a

registered capital of ten million RMB. It is located in Gaoxin District, Jilin City, Jilin Province.

JME’s main business is to provide quality healthcare products and personal health management services via online

(E-commerce platform) and offline (physical experience stores) channels. JME has established a new business

mode which combines online and offline businesses under the idea of “Internet + Health”.

JME has integrated domestic suppliers, sales platforms and other resources to build up its e-commerce platform as

its main online business, which has three parts: products, services, and sharing economy. Its operating principle is

"to monitor and manage your health anytime and anywhere, just beside you.” At the same time, its goal is to become

one of the top healthcare E-platforms in three years.

For offline business, JME develops physical stores combining the online business mode. These stores provide

customers with better experience, offering products and services like personal health management, personal disease

risk control, constructing a business-to-customer and online-to-offline business mode. These stores not only

improve customer experience, meeting their demands, but they also bring extra value to them, and therefore

effectively promotes and constructs the whole brand image.

Throughout its development, JME is always seeking diversified growing paths with a prudent and objective attitude,

and regards “love, progress, innovation, and excellence” as its core values.

Development History

JME’s previous business scope included computer software and hardware development, consulting, service and

transferring, sales of computers, auxiliary equipment and laboratory equipment. Therefore, it has rich experience

in software development. Meanwhile, the core directors and managers have rich experience in health industry, as

the majority of them have worked in fields of pharmaceuticals, agricultural products, healthcare products, and

biotech technology for many years. This history and background has enabled JME to combine e-commerce business

and healthcare product sales and put forward an innovative idea “Internet + Health”.

6.2 Products and Services

The main business of JME can be divided into two categories: online business and offline business.

Online Business - "Jiamei Grand Health"

JME’s online business is operated via a comprehensive service platform called “Jiamei Grand Health”. It is a health

management service system which can be considered as a private doctor. Its core function is to help users to manage

their health status and improve disease prevention. At the same time, it combines personal health management and

personal disease risk control and shares data with offline stores. As a professional personalized health management

service platform in China, “Jiamei Grand Health” hopes to become the first “Internet + Health” platform, providing

improved health physical therapy services, data analysis services and healthy life services. “Jiamei Grand Health”

is a one-stop APP for health management, online healthy products mall, and many other life services.

Online Health Management

“Jiamei Grand Health” maintains user traffic through free healthcare knowledge and multi-dimensional health

management services such as health testing, health assessment, health intervention and health tracking. To be more

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specific, its services include health checkup, health self-test, health information, and healthcare.

Health Checkup: This service allows users to detect their blood pressure, heart rate, lung capacity, blood oxygen,

eyesight, hearing and other health data by holding the phone for 30 seconds.

Health Self-test: This service allows users to get health assessment and advices for different symptoms by utilizing

big data of four self-test categories (symptoms, syndromes, psychological statuses and skin conditions) and a

question base which is about the control of thousands of chronic diseases.

Health Information: This service allows users to read more than two thousand articles about sub-health, dieting,

workout, life style, beauty, sex, healthcare, child rearing and so on by integrating public resources articles from

social media. Users can gain more health knowledge and develop habits good for their health.

Healthcare: This service allows users to make an online appointment with real professional doctors in hospitals

and to get access to medical consulting services.

Online Mall

In the great age of resource integration, JME integrates the online and offline merchants of healthcare products on

the APP. Through cooperating with different product suppliers, JME is able to provide core healthcare products, as

well as daily necessities, maternal and child care products, food, home appliances and various quality goods on the

online mall. The purpose is to fulfill users’ shopping demands and shopping experience requirements. In the

meantime, the platform can also provide reliable marketing channels and free brand promotion opportunities to

many merchants.

Offline Business - Local Physical Experiencing Stores

In the aspect of offline business, JME focuses on local physical experiencing stores which sells core products and

provides physical healthcare equipment. Customers can try out these products and equipment and then get the first-

hand experience about their effects and functions.

Physical Healthcare Equipment

JME uses advanced health testing machines with a sub-health detector, a TCM (the traditional Chinese medicine)

constitution identification chart, a psychological evaluation chart, a fatigue assessment chart and many other

modern inspection methods to monitor, assess, intervene and tract individual health status. By comparing data from

the extensive database and using the calculation method of cloud computing technology, JME could timely provide

a personalized, scientific and objective monitoring report for customers and then be able to recommend relevant

health products to them. Also, customers can compare the data differences in the reports after they have experienced

physical therapies and products.

Core Products

JME provides quality healthcare products on both online and offline channels.

JME has built up the strategic partnership with Jilin Yun Shang Health Food Co. Ltd., a leading manufacturer in

the field of blueberry processing in China. Its raw materials are provided by certified organic blueberry farms.

Therefore, JME can ensure the nutrition value and quality of blueberry products from the origin. JME’s core

products can be divided into two series which are blueberry series and traditional healthcare product.

i. Blueberry series

Blueberry contains various nutrients, such as amino acids, minerals (calcium, phosphorus, potassium, magnesium,

zinc, aluminum, iron, nickel, manganese, sodium, copper, vanadium, lead, selenium, cobalt, molybdenum),

vitamins (Vitamin C, B1, B2, B6, beta-carotene). Due to its high nutrition value, blueberry has not only excellent

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healthcare effects but also helps preventing brain nerve aging, strengthening heart capability, anti-cancer, softening

blood vessels, and enhancing immune system. Therefore, blueberry has multiple benefits for the human body, for

example protecting, improving vision and preventing oxidation. The core products that JME has selected are

Blueberry Juicy Candy, Blueberry Liquid Drink, and Blueberry Powder.

Picture 3. Blueberry Series Products

ii. Traditional Healthcare Product

JME has selected three traditional healthcare products supplied by Jilin Yun Shang Health Food Co. Ltd., which

are Xin Ke Qi Bao Zi Soft Capsule, Sheng Ming Zuan Shi Yu Le Kang Soft Capsule, and Xin Ke Qi Wan Yue Soft

Capsule.

• Xin Ke Qi Bao Zi Soft Capsule

Xin Ke Qi Bao Zi Soft Capsule is a product from Jilin Yun Shang Health Food Co. Ltd. with a certified patent

(patent number: ZL031033474.1). Xin Ke Qi Bao Zi Soft Capsule is made from grape seed extract, soybean

isoflavone, pearl, wheat germ oil, and rice bran oil. To get grape seed extract, multi-step extraction processing

method has been adopted and the proportion of original procyanidins can reach and even exceed 95%. To get

soybean isoflavones, the alcohol extraction method rather than the macroporous resin extraction method has been

adopted, without any harmful substances remained. To extract wheat germ oil, the supercritical extraction method

has been adopted. To get pearl powder, ultra-fine grinding technology has been adopted. The fineness of pearl

powder is more than 3000 Mesh, helping human body to fully absorb it. This product has functions of enhancing

immunity and removing Chloasma. At the same time, it can naturally regulate female endocrine system, without

any toxic substances and side effects.

Picture 4. Xin Ke Qi Bao Zi Soft Capsule

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• Sheng Ming Zuan Shi Yu Le Kang Soft Capsule

Sheng Ming Zuan Shi Yu Le Kang Soft Capsule is a product of Jilin Yun Shang Health Food Co. Ltd. with a

certified patent (patent number: ZL02133033.6). Sheng Ming Zuan Shi Yu Le Kang Soft Capsule is made from

epimedium, male silkworm moth, Fructus ligustri lucid, amomum villosum, ma pilose antler, starch, soybean salad

oil, and beeswax. To effectively prevent oxidation and dissipation of heat-sensitive substances, the supercritical

CO2 extraction technology has been adopted. Therefore, the active ingredients of medicinal plants can be retained

in the extraction process and substances with high boiling point, low volatility, and pyrolysis can be obtained at a

temperature much lower than its boiling point. This extraction method is very clean and safe, because no organic

solvent is used in the whole process, and therefore environmental pollution and harmful elements are prevented

during the process of the extraction. As a result, this method can ensure products to be 100% natural and has

multiple functions such as anti-fatigue and immune regulation.

Picture 5. Sheng Ming Zuan Shi Yu Le Kang Soft Capsule

• Xin Ke Qi Wan Yue Soft Capsule

Xin Ke Qi Wan Yue Soft Capsule is a product of Jilin Yun Shang Health Food Co. Ltd. with a certified patent

(patent number: 200710055269.X). Xin Ke Qi Wan Yue Soft Capsule is made from walnut oil, Fructus Schisandra,

capstan, acacia, jujube, beeswax, glycerin, gelatin and water. The intermediate material of this product is a mixed

suspension solution of soluble matrix liquid oil and traditional Chinese medicine extracts. The soft capsule coating

technology has been adopted to ensure the stability of the content. Alcohol extraction process has been adopted to

fully extract active components. At the same time, this product has been proved to be able to help users sleep better

by animal function tests.

Picture 6. Xin Ke Qi Wan Yue Soft Capsule

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6.3 Marketing Strategy

The business mode of JME is based on E-commerce, combining online sales and offline experience stores and

adopting traditional distribution agent sales mode as auxiliary. As JME provides a wide range of quality healthcare

products that meet various requirements from different age groups, it will apply different marketing strategies

aiming at different customer groups, to be more specific, elderly people, middle-aged people, and teenagers and

children. At the same time, JME also focuses on other types of promotion activities, such as training courses and

conferences to raise people’s awareness of healthcare and to improve living standards with better health food.

Elderly People

As a result of the “aging era”, the disease incidence of people over 50 is very high. Diseases such as forgetfulness,

insomnia, hypertension, hyperlipidemia, and osteoporosis are becoming more and more common. Improving the

living standards and healthcare awareness, the demand of healthcare products for elderly people is gradually

increasing. JME plans to provide products that can cover their requirements.

Middle-aged People

Middle-aged people also have huge demand of healthcare products and represent a considerable market. Due to the

pressure from family and work, many middle-aged people have problems like irregular diet and excessive fat intake

which cause obesity, non-insulin-dependent diabetes, hypertension, coronary heart disease, cancers and other

chronic diseases. Therefore, the idea that functional nutritional food can prevent and improve these diseases, has

been accepted by middle-aged consumers. Recently, a great demand in healthcare products and sexual health

products has shown a growing trend, which is the reason why JME wants to focus on this market.

Teenagers and Children

A report on healthcare food market analysis, which has collected data from around 850 thousand schools with 176

million current students, points out that students take inadequate quantities of protein, calcium, zinc, Vitamin A,

Vitamin B, and that the proportion of students suffering iron deficiency anemia is as high as 30%-40%. At the same

time, teenagers and children have a high demand for healthcare food that can help with brain strengthening and

intelligence. Therefore, the market for nutritional supplements such as vitamins and minerals are enormous. Thus,

JME wants to focus on this market as well.

Also, JME aims to increase the value of the app by activating and attracting more users through free access to earn

points. The app will assign various tasks, such as logging in consecutively, shopping on the app, forwarding articles,

recommending new customers to sign up, liking and commenting articles, etc. As long as users use the app, they

will receive points. After receiving these points, users can use them to redeem products on the healthy online

products mall. This will ensure great user loyalty which can be converted to potential market share.

6.4 Development Strategy

To improve the whole industry chain, JME will cooperate with more platforms, manufacturers, suppliers, agents

and distributors, and will integrate more functions and services on “Jiamei Grand Health”.

To broaden online health consultation service scope, JME is negotiating with some possible healthy platforms such

as “Chunyu Doctor,” “Weiyi,” and “Juanpi” all of which are health management platforms that focus on online

consulting with real doctors and help to make appointments with doctors in hospitals through an online system.

To broaden daily life service scope, JME is negotiating with “Yilong” and “Tongcheng” which are famous online

travel agents providing hotel booking, trip plans and ticket sales in China.

17

Company Culture

The company culture is “Service and quality are the first priority”. JME uses technology and innovation as its

competition advantages. Also, JME regards progress and development as its core development idea.

The following five ideas are JME’s core development directions:

1. Vision: to become the TOP internet health management platform.

2. Mission: to promote comprehensive prevention and national health.

3. Values: to care about life, to follow the progress of the era, to continually innovate and to pursue

excellence.

4. Goal: to monitor and manage your health anytime and anywhere, just beside you.

5. Slogan: Jia Mei Young Sun, the leader of health.

6.5 Business Partners

JME has established strategic partnerships with Jilin Yun Shang Health Food Co., Ltd.

Jilin Yun Shang Health Food Co. Ltd.

Jilin Yun Shang Health Food Co. Ltd. (Yun Shang) is founded in 2001. It is the manufacturer of blueberry products

and traditional healthcare products. It is the most important supplier of JME. It is a comprehensive enterprise

integrating research, development and sales of healthcare food and natural food. The registered capital of the

company is 112.22 million RMB. In 2010, the company passed ISO 22000 food safety management system

certification, ISO 9001 quality management system certification and ISO 14001 environmental management system

certification. At present, the enterprise has 40 exclusive patents and three provincial science and technology

achievements. The company has 12 types of healthcare products which use Chinese magnolia vine from Changbai

Mountain, Korean epimedium, ginseng fruit, Rhodiola, walnut oil as primary raw materials. Yun Shang also holds

healthcare food registration documents issued by the Food and Drug Administration Bureau. The products have

several primary functions, such as enhancing immunity, regulating blood lipid, anti-aging, protecting from harmful

radiation, removing chloasma, protecting liver, resisting fatigue, improving sleep, improving vision and enhancing

hypoxia tolerance and protecting from gastric mucosa injury and so on.

Company Name: Jilin Yun Shang Health Food Co. Ltd.

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

Address: No 4, No. 3 Road, Gaoxin District, Jilin City, Jilin Province.

Legal Representative: Liwei Liu

Registered Capital: RMB 112.22 million

Date of Establishment: June 22nd, 2001

Operating Period: From 2001-06-22 to 2030-12-31

Business Scope: Production, wholesale and retail of healthcare food, food, beverage and self-produced products;

Crop planting; (the scope of direct selling area and direct selling products is subject to the publication of the direct-

sell industry management website of the Ministry of Commerce); General cargo road transport; Sales of cosmetics,

sanitary products, kitchenware, household appliances, instruments, and machinery equipment; Online distribution:

general merchandise, paper products, metal materials, electronic products, craft gifts, leather goods, clothes, shoes

and hats, sporting goods, furniture, computer software and accessories, communications equipment wholesale and

retail; Domestic advertising design, production, distribution, agency; Internet information service (operated by

subsidiaries) (Projects needed to be approved under the laws can be carried out after approved by the relevant

departments.)

18

6.6 Permit and License

Business License

Business License

(Duplicate copy)

Uniform Social Credit Code: 912202143078778192

a) Company Name: Jia Mei Electronic Commerce Co., Ltd.

b) Type of Company: Limited liability company (Non-natural person investment or holding by sole

proprietorship)

c) Address: No.7-1, 4th Road, Xiamen Street, Gaoxin District, Jilin City, Jilin Province.

d) Legal Representative: Di Wu

e) Registered Capital: RMB 10 million

f) Date of Establishment: January 23rd, 2014.

g) Operating Period: Long Term

h) Business Scope: Providing commodity information consulting services on the Internet; Electronic products,

automobile, digital products, communication products, building materials (excluding wood), household

products, cosmetics, jewelry, crafts, textiles, clothing and household goods, toys, pre-packaged food and

bulk food, health care products, furniture, home appliances, stationery supplies, kitchen supplies, daily

groceries, decoration materials (excluding paint), sanitary ware, computer and auxiliary equipment, car

sales; Commission agent (except for auction except for special approval);Import and export trade;

Information consultation on house purchase and sale; Housing rental services; Enterprise management

consulting; Insurance and business agent. (Projects needed to be approved under the laws can be carried out

after approved by the relevant departments.)

Issued by Industry and Commerce Administrative Bureau of Jilin City

20

6.7 Related Parties

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

by www.qichacha.com (Updated by May 11th, 2018).

Jilin Shang Pin Blueberry Enzyme Biological Technology Co., Ltd.

Mr. Wei Lyu, the Chairman of the Board of Directors, is the legal representative, shareholder, executive director

and general manager of this company. Ms. Li Xu, the Vice President and the Board Secretary of the Company, is

the supervisor of this company.

Company Name: Jilin Shang Pin Blueberry Enzyme Biological Technology Co., Ltd.

Uniform Social Credit Code: 912202813166557675

Date of Establishment: October 29th, 2014

Address: No. 123 Shiji Road, Hebei Avenue, Jiaohe City, Jilin Province

Legal Representative: Wei Lyu

Type of Company: Limited liability company (Sole proprietorship)

Registered Capital: RMB 10 Million

Business Scope: Research, development (excluding production) and sales of fruit planting and related products;

Production of fruit juice and fruit juice drinks. (Projects needed to be approved under the laws can be carried out


The two companies do not have overlapping business scope, and therefore are not in competition.

Jilin Shang Pin Blueberry Enzyme Biological Technology Co., Ltd. (Jilin Branch)

Mr. Wei Lyu, the Chairman of the Board of Directors, is the head of this company.

Company Name: Jilin Shang Pin Blueberry Enzyme Biological Technology Co., Ltd. (Jilin Branch)

Uniform Social Credit Code: 91220214MA14U36J8L

Date of Establishment: September 27th, 2017

Address: No. 12, Building A, Kemao Mall, Gaoxin District, Jilin City

Head of the Company: Wei Lyu

Type of Company: Branch of limited liability company (sole proprietorship of a natural person)

Registered Capital: Unknown

Business Scope: Research, development (excluding production) and sales of fruit planting and related products;

Production of fruit juice and fruit juice drinks. (Projects needed to be approved under the laws can be carried out


The two companies do not have overlapping business scope, and therefore are not in competition.

http://www.qichacha.com/

21

6.8 Main Competitors

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

by www.qichacha.com (Updated by April 17th, 2018).

There are no other companies selling the same products as JME does. However, there are several health

management platforms in China as listed below:

Shanghai Lanxi Health Service Co. Ltd.

Company Name: Shanghai Lanxi Health Service Co. Ltd.

Uniform Social Credit Code: 91310115312347732K

Date of Establishment: September 10th, 2014

Address: Room 303, Building 13., No.1-28, No. 588 Tianxiong Road, Pudong New District, Shanghai

Head of the Company: Jiren Liu

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

Registered Capital: RMB 200 Million

Business Scope: Health consultation (Shall not be engaged in clinical activities or psychological counseling),

investment management, research and development and sales of electronic products, computer hardware and

software (excluding computer information system security products), communications equipment. (Projects needed

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

Ping An Health Internet Co. Ltd.

Company Name: Ping An Health Internet Co. Ltd.

Uniform Social Credit Code: 91440300311955648R

Date of Establishment: August 20th, 2014

Address: Shenzhen Qianhai Shenzhen and Hong Kong Corporation zone, Room 201, Building A, No.1 Qian Wan

(Business secretary Co., Ltd.) Operational place: Floor 11st Southeastern Zone, Pingan Financial Center, No. 5033

Yitian Road, Futian District, Shenzhen

Head of the Company: Jian Qin

Type of Company: Unlisted shares limited company.

Registered Capital: RMB 271.25 Million

Business Scope: Health management, health management consulting, enterprise management consulting, business

information consulting; Investment management; Investment in industrial enterprises (specific projects should be

separately declared);Venture capital business; Equity investment; Development of network information technology;

Engaging in commercial activities on the Internet (excluding restricted items);Fitness equipment sales; Sales of the

I class of medical devices; Technology transfer, technical consultation and technical service of e-commerce

platform; Engaging in advertising business (Projects needed to be approved by laws, regulations and the State

Council can be operated after approved by the relevant departments can be operated after obtaining the

license);Sports goods, daily provisions, cosmetics, daily necessities, household appliances, electronic products,

photography, video equipment, audio equipment and equipment, toys, handicrafts, clothing accessories, luggage,

shoes and hats, health supplies, lenses (excluding contact lenses), textiles, raw materials, household items, furniture,

pet supplies, gold products, jewelry, building materials, mechanical equipment, electrical equipment, metal

materials, metal products that contains gold, silver, copper, iron, and tin, chemical products (excluding hazardous

chemicals, MCC, fireworks, civil explosives, precursor chemicals), labor protection supplies sales; To operate the

import and export business (excluding items prohibited by laws, administrative regulations and the state council's

decision, which shall be allowed to operate only after obtaining the permit);Conference planning; Exhibition

planning.(the above items exclude items prohibited by laws, administrative rules and regulations, and decisions of

the State Council). Food, pre-packaged food sales (excluding frozen food), special food sales (health food sales,

infant formula powder sales), edible agricultural products (excluding pigs, beef and mutton), lubricating oil, the II

class of medical equipment sales; Operating travel agencies (excluding overseas travel business).

http://www.qichacha.com/

22

7. Company Advantages and Investment Highlights

In the aspect of operating products, JME has no real competitor in the market because no business sells the same

products as JME does. However, there are several health management platforms in China which have been shown

in the former section. Nevertheless, JME’s platform is different from others because it is a comprehensive service

platform that combines all the advantages from other platforms. To be more specific, JME has integrated all the

resources by combining experience stores with the E-commerce platform. JME’s unique advantages that help it

stand out in the competition are its effective products and the convenient platform.

7.1 Effective Products

The leading healthcare products are made from some specific Chinese herbs from Changbai Mountain, unique

agricultural products and blueberries. In China, the blueberry processing industry has a short history but stays in a

rapid-developing stage. In some developed countries, such as the US, Japan and several European countries, most

of blueberries are processed to food products but only a small portion goes to the fresh fruit market. Among many

blueberry-processed foods, the blueberry fruit wine has been paid attention to by consumers because of its unique

taste and rich nutrition, and even has become a new trend. Blueberry liquid drink, blueberry fruit powder, and

blueberry candy that JME sells are manufactured under exclusive patents owned by the strategic supplier, Jilin Yun

Shang Health Food Co. Ltd. These products have intense market competitiveness as there is no similar product in

the market. At the same time, technology with patents has been adopted during the manufacturing process. The

efficacy components contained in products are evident as the functions and effects of the products are remarkable.

Therefore, the products that JME sells have the definite competitive advantage.

7.2 Convenient Platform

JME’s platform also has a competitive advantage because it integrates many advantages of other platforms. For

example, it provides functions which help people make an appointment or get the medical advices from professional

doctors. Also, it links millions of merchants whose purpose is to serve customers with high quality and exclusive

healthcare products. Meanwhile, the platform provides many convenient services, such as booking flight tickets

and hotels. The primary aim of the platform is to make people’s lives more comfortable and enable users to “go out

without a wallet, but still can do everything by using the platform.”

Overall, these competitive advantages and investment highlights may help JME stand out in the competition.

23

8. Directors and Senior Management

Directors

Name Position

Mr. Wei Lyu Chairman of Board of Directors

Mr. Junfeng Yang Executive Director

Ms. Li Xu Executive Director

Mr. Zhongsen Dong Independent Non-Executive Director

Ms. Zhicheng Liu Independent Non-Executive Director

Mr. Wei Lyu, Chairman of Board of Directors

Mr. Wei Lyu, 46 years old, is the Chairman of the Board of Directors of the Company.

Mr. Lyu graduated from Changchun Polytechnic University, majoring in Industrial and

Commercial Management. From 1998 to 2001, Mr. Lyu worked as the director of the

foundation in the East-northern Tiger Pharmaceutical Co., Ltd., which is a public firm in

Hong Kong. Then, he worked in Jilin Xinkeqi Health Food Co. Ltd., Jiaohe Hei Tu Bai

Yun Edible Fungus Co., Ltd. and Jilin Shang Pin Blueberry Enzyme Biological

Technology Co., Ltd as a manager, the general manager, and many other positions.

Mr. Junfeng Yang, Executive Director

Mr. Junfeng Yang, 45 years old, is the Executive Director of the Company. Mr. Yang

graduated from Jilin Business School in 1996. Then, he worked as an accountant and a

financial manager in the Far East Pharmaceutical Group Co., Ltd., East-northern Tiger

Pharmaceutical Co., Ltd., Dandong Lan You Agricultural Science and Technology

Development Co., Ltd., and Jilin Shang Pin Blueberry Enzyme Biological Technology Co.,

Ltd.

Ms. Li Xu, Executive Director

Ms. Li Xu, 43 years old, is the Executive Director of the Company. Ms. Xu graduated from

Jilin Institute of Chemical Technology in July 2000. Then, she worked as an engineer, a

production supervisor, a production manager in the East-northern Tiger Pharmaceutical

Co., Ltd., Jilin Yun Shang Health Food Co. Ltd., and Jilin Shang Pin Blueberry Enzyme

Biological Technology Co., Ltd.

24

Mr. Zhongsen Dong, Independent Non-Executive Director

Mr. Zhongsen Dong, 65 years old, is the Independent Non-Executive Director of the

Company. He has been working as a lawyer for 35 years and he is the current director

of Jilin Zhengjian Law Firm. Mr. Dong graduated from Jilin Normal College in 1974.

Then he worked in Jilin Tansu First School, Jilin Glass Factory Union, Legal Publicity

Department of Jilin Justice Bureau, and several local law firms in Jilin City. As an

experienced lawyer, Mr. Dong has abundant legal knowledge and professional senses to

put forward legal suggestions to clients. He is good at preventing problems before they

appear and has a good reputation for satisfying clients’ needs.

Mr. Zhicheng Liu, Independent Non-Executive Director

Mr. Zhicheng Liu, 46 years old, is the Independent Non-Executive Director of the

Company. Mr. Liu graduated from Changchun University of Chinese Medicine in 1994.

Mr. Liu is also the director and senior lecturer of professional construction department of

Jilin Industry and Trade School. Since 2005, he has obtained many provincial scientific

and technological achievements. He uses his expert knowledge to guide enterprises to

develop new products, and he can give clear and reasonable suggestions according to

target markets, competitive advantages and development prospects.

The following are his main achievements:

In 2000, the education committee of Jilin City awarded him as "the Leader of Chemical and Pharmaceutical

Industry".

In 2005, Mr. Liu won the first prize of Excellent Educational and Scientific Research Achievement in Jilin City.

In 2006, his course was awarded as "Teaching-Model Demonstration Course".

The following are his published papers

In 2005, his paper “Study on the determination of d-mannitol in Cordyceps Sinensis by gas chromatography” was

published in the Journal of Changchun Institute of Chinese Medicine.

In 2010, his paper “Study on one type of Chinese soft capsule on improving sleep function” was published in the

Journal of Jilin Medical College.

The following are his scientific research projects

In 2008, he participated in the construction and product development project of the " Schisandra Chinensis, the fruit

of Chinese Magnoliavine, GAP plating farm," which was regarded as a scientific and technological achievement in

Jilin Province.

In 2009, he participated in the research project of "Chinese medicine anti-cancer drug Long Lian Xiao Shui

Concentrate Pill," which was regarded as a scientific and technological achievement in Jilin Province.

In 2009, he participated in the second development project of "Chinese medicine Xian Ling Xian Pi Granules,"

which was regarded as a scientific and technological achievement in Jilin Province.

25

Senior Management

Name Position

Mr. Wei Lyu Chief Executive Officer, CEO

Ms. Li Xu Chief Marketing Officer, CMO & the Board Secretary

Mr. Junfeng Yang Chief Financial Officer, CFO

Mr. Wei Lyu, Chief Executive Officer, CEO

Mr. Wei Lyu, 46 years old, is the Chief Executive Officer, CEO, of the Company. With

19 years’ experience in the East-northern Tiger Pharmaceutical Co., Ltd., Jilin Xinkeqi

Health Food Co. Ltd., and Jiaohe Hei Tu Bai Yun Edible Fungus Co., Ltd and Jilin Shang

Pin Blueberry Enzyme Biological Technology Co., Ltd, he is skilled in operation and

management. He is good at setting up working goals, assigning tasks reasonably and

allocating the limited human resources. He also has good professional ethics and meets

the requirements of high standard personality, professional skills, management skills, etc.

Ms. Li Xu, Chief Marketing Officer, CMO & the Board Secretary

Ms. Li Xu, 43 years old, is the Chief Marketing Officer, CMO & the Board Secretary of

the Company. Since she has 17 years’ experience in the East-northern Tiger

Pharmaceutical Co., Ltd., Jilin Yun Shang Health Food Co. Ltd., and Jilin Shang Pin

Blueberry Enzyme Biological Technology Co., Ltd, she has a strong ability on integrating

internal and external resources, managing and motivating the subordinates with good

communication skill. Also, she is good at concluding the sufficient information during the

conversation with customers and respond them on time. Overall, she has strong leadership

and unique ability to expand the market with innovative thinking.

Mr. Junfeng Yang, Chief Financial Officer, CFO

Mr. Junfeng Yang, 45 years old, is the Chief Financial Officer, CFO of the Company. Mr.

Yang worked as an accountant and a financial manager for more than 20 years. As he has

21 years’ rich experience in the Far East Pharmaceutical Group Co., Ltd., East-northern

Tiger Pharmaceutical Co., Ltd., Dandong Lan You Agricultural Science and Technology

Development Co., Ltd. and Jilin Shang Pin Blueberry Enzyme Biological Technology Co.,

Ltd, he is able to analyze financial opportunities, risks and uncertainty in the market and

then provide professional advices to the Company. He can also help the Company to find

out current problems through financial analyses, and then to find out potential solutions.

Mr. Yang has great risk management ability, keen insight and efficient monitoring

capability.

26

9. Auditor’s Report and Financial Statements

Auditor’s Report

51

Three Years Projection

Summary of Three-Year Projection (In RMB)

Three-Year Projected Profit Composition （In RMB）

Summary of Three-Year Projection (In USD)

Three-Year Projected Profit Composition (In USD)

Note: This projection in USD is based on the exchange ratio between USD and RMB on April 10 th, 2018, 1 US

Dollar equals 6.30 RMB.

Basis for Profit Projection

Revenue from Authorized Store: According to JME’s development plan, the number of experience stores is

expected to increase 62 in 2018, and the estimated revenue from selling the products to each store is around RMB

65000; which total revenue is around RMB 4.03 million. In 2019 and 2020, the number of experience stores is

estimated to increase by 75 on average, while the revenue from selling the products to these stores will be around

RMB 4.875 million. The estimated cost is around 35%. Therefore, the estimated profit is RMB 1.93 million in 2018,

RMB 2.33 million in 2019 and RMB 2.39 million in 2020.

52

Revenue from Authorized Sellers: Another main revenue is from authorized sellers which is JME’s strategic

partners that sell a great number of products. With the number of experience stores increases, the sales for

authorized sellers will increase accordingly. The estimated revenue from authorize sellers is around RMB 6.66

million in 2018, RMB 9.835 million in 2019, and RMB 16.585 million in 2020. While, the estimated cost is around

average 35% in 2018 and 2019 and 32% in 2020. Therefore, the estimated profit is RMB 3.25 million in 2018,

RMB 4.78 million in 2019, and RMB 8.46 million in 2020.

Asset-liability Ratio: JME’s main business is focused on product sales, and therefore it has no liabilities. Thus, the

asset-liability ratio is 0.

Net Assets: Net assets are converted into monetary funds from profits.

Market Value

According to the Company's three-year projection, the total number of shares will be 280 million, each share is

0.135 USD, and the total market value of the Company is 38 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. “P” stands for the present value of perpetual annuity. “A” stands for the annual return and “i”

stands for the interest rate.

The present value of perpetual annuity:

Analysis

The formula for market value: [(Total projected net profit of three years) + P (A,i)] / RE

Input

Symbol Description Data

F2018 Projected net profit in 2018 RMB 5.18 million



“A” During the calculation, the profit in2020 will

be regarded as the annual return for the present

value of perpetual annuity.

RMB 10.85 million

“i” For “i”, the rational interest rate is used, referred

to the interest rate from the bank financial

products.

5%

“RE” The exchange ratio on April 10th, 2018 from

USD to RMB used by the Company

6.30

53

Calculation for Market Value

[(5.18+7.11+10.85) + P (10.85, 5%)]/6.30= 38.117 million USD

Calculation for Share Price

38.117 million USD/ 280 million shares =0.135 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

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 38 million USD with 280 million

shares (the total number of shares listed in this company), and the share price is 0.135 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 industry’s situation, market situation and the

Company’s 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.

54

10. Material Contract and Agreement

Material Contracts Executed by the Company

According to the information provided by the Company, the Company’s performance and completion of the major

contracts during the reporting period are shown as below.

Loan Contract

The Company confirmed that they do not have any loan contract.

Supply Contract

JME has supply contracts with Jilin Yun Shang Health Food Co. Ltd. (hereafter referred as Yun Shang) Yun Shang

supplies nine different types of products from 1st February 2018 to 31st January 2019.

Sales Agent Contract

In March 2018, JME signed a sales agent contract with 19 different sales agents. This agreement can be divided

into two parts. One is to allow these agents to use their brand and trademark for promotion and training purposes.

The other part is to ensure the product quality, price, and other terms and conditions for return policy.

Express Delivery Contract

JME signed the “Express Delivery Service Contract” with China Post Express Logistics Co., Ltd. Jilin Branch

(hereinafter referred to as "China Post"). In this contract, China Post will provide three types of services which

include international express (including Hong Kong, Macao, and Taiwan), domestic standard express, and domestic

economy express from 27th February 2018 to 26th February 2019.

Other Receivables and Payables

According to the relevant information provided by the Company and the Auditor’s Report, other receivables and

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

55

11. Risk Factors and Litigation Investors to buy our stocks should consider the risks below.

Competitor Risk

Given the fact that the health industry is continuously developing, there is a substantial potential space for market

growth. This means there will be a fierce competition among companies to grab market share and product price

will be the core issue of the competition. Therefore, the Company may face the risk to suffer from price competition

which might affect the Company’s margin of profits.

Operation Risk

As health industry is in a rising trend and JME has adopted a new business mode that combines health industry and

Internet, JME is able to lower the operation risk. However, since the business mode is very innovative, there are

several uncertainties related to regulations and policies, which cause an operation risk for JME.

Information Security Risk

JME’s business mode involves storing and managing users’ personal information and relevant data. Also, JME

combines online and offline database for comprehensive management. There is a risk that JME fails to keep these

data safe. However, JME will do its best to ensure the information security risk be as low as possible.

Legal Risks

There are some potential legal risks as JME has signed many contracts with relevant partners.

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 our company.

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 company’s 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 stocks.

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 Company’s 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 making

a 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.

56

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 Company’s 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 the natural resources, 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

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 Company’s litigation, arbitration or administrative penalties

According to the “China Judgement Online”: http://wenshu.court.gov.cn/, by May 10th, 2018, Jilin Jia Mei

Electronic Commerce Company Limited does not have any litigation record.

http://wenshu.court.gov.cn/

59

Dutch Caribbean Securities Exchange,

Listing Advisor

荷兰加勒⽐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 Jia Mei Young SunHolding Group Company LimitedTable of Contents“The Company / JM”“JME”“DCSX”

The Dutch Caribbean Securities Exchange.“ACT”“IFRS”

International Financial Reporting Standards, a set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements.“LAD”

Listing Advisor.“Chu Cheng Capital”

Shanghai Chu Cheng Investment Management Co. Ltd.“Listing Rules”

The Listing Rules of the DCSX.2. Important Information and Notice3. Issuer and the List of Institutions Related to the ListingIssuerOperating Entity in ChinaListing AdvisorLawyerAuditor

5. Terms of the Issuance and Investment OverviewCompany NatureListing Advisor (LAD)Listing in the DCSX and Fund-raising PurposesSales Period Commitment

The Stock OptionsThe Registration/Transaction of the Depository ReceiptsListing CostInquiry

6. Business Overview8. Directors and Senior ManagementDirectors

Mr. Wei Lyu, Chairman of Board of DirectorsMr. Junfeng Yang, Executive DirectorSenior Management

Mr. Junfeng Yang, Chief Financial Officer, CFOAuditor’s ReportThree Years ProjectionMarket ValueMaterial Contracts Executed by the CompanyLoan Contract

The Company confirmed that they do not have any loan contract.Supply Contract

JME has supply contracts with Jilin Yun Shang Health Food Co. Ltd. (hereafter referred as Yun Shang) Yun Shang supplies nine different types of products from 1st February 2018 to 31st January 2019.Sales Agent ContractExpress Delivery ContractOther Receivables and Payables

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

Documents

Information Memorandum · This Information Memorandum for listing has been approved by Jia Mei Young Sun Holdings Group Co., Ltd., (BVI Company Number: 1958712, “the Company”)