Chucheng Capital Listing Adviser (LAD): Information Memorandum - Dutch ...
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Listing Adviser (LAD):
Chucheng Capital
Information Memorandum
For the Listing of Kuo Qi International Holding
Group Co., LTD
1
Incorporated under the laws of Cayman Business Companies Law CAP.22,
on the 15th day of June, 2017 with registered number 323940.
2
www.chinacccg.com
SECTION 1: CONTENTS
1. Contents Page 2
2. Important Information and Notices Page 3
3. Issuer and the List of Institutions Related to the Listing Page 6
4. Company Overview Page 7
5. Terms of the Listing / Issuance and Investment Overview Page 10
6. Business Overview Page 12
6.1 Executive Summary
6.2 Our Products and Services
6.3 Our Marketing Strategy and Technical Service System
6.4 Products’ Supplier and Main Cooperation Organization
6.5 Development Strategy
6.6 Permit and Licenses
6.7 Related Parties
6.8 Competitors in the same industry (partly)
7. Company Advantages and Investment Highlights Page 20
8. Directors and Senior Management Page 22
9. Financial Statements Page 30
10. Material Contracts Page 48
11. Risk Factors and Litigation Page 50
12. Definition of Abbreviations Page 53
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SECTION 2: Important Information and Notices
Dear investors:
This ‘Information Memorandum for listing’ (‘file’ or ‘memo’) has been approved and is submitted by Kuo
Qi International Holding Group Co., LTD，the 100 % ultimate holding company / owner of Wuxi Kuo Qi
Network Technology Co., Ltd. and hereafter called the company. The only purpose of this file is to
increase the current condition (image) of the company and to prepare for a public issue later by issuing
stocks or Depository Receipts in the company on the Dutch Caribbean Securities Exchange. Thus, it is
not comprehensive, and it does not include all information that a future investor may wish to see when
investigating investment opportunities. Potential future investors should not consider the content of this
memo as a suggestion on legality, taxation, finance and so on, or as a relevant command or advice for
any future subscription, purchase, holding or disposition of the securities. Every future potential investor
should in due course consult his or her own independent professional advisor to evaluate the strengths
and risks of investing in this company. You and your advisor must depend on your own investigation
about this company’s securities and listing information clauses to assess the advantages and risks. A
public issue later by issuing stocks or Depository Receipts in the company on the Dutch Caribbean
Securities Exchange shall be proceeded by the submission to and approval by the DCSX of a new
Information Memorandum.
The 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 for any securities. In any jurisdiction, it also should not
be considered as an official publication of facts as an incentive to sign any contract. This Information
Memorandum may be revoked and/or changed at any time prior to the proposed listing and it is then
subject to the terms of such new Information Memorandum. Every potential future investor should at all
times contact the Listing Advisor to verify the latest version of the Information Memorandum. This
document intends to allow future investors to consider the relevant information and to make it clear that it
will only be used for this purpose. Wuxi Kuo Qi Network Technology Co., Ltd. and/or its holding company
as described above may consider a future (initial) public offering. More information will be available to
investors at that stage. The document may include certain statements, estimates and financial
projections provided by Wuxi Kuo Qi Network Technology Co., Ltd. These statements, estimates and
projections are based on a variety of assumptions that may or may not prove to be (completely) true or
may be subject to changes. Each potential future investor should investigate and analyze the quotations
and other information presented in the at all times latest version of the Information document. Wuxi
Kuo Qi Network Technology Co., Ltd. does not have any obligation to provide any other information to
the recipient of this document. The document does not constitute a recommendation, endorsement or
suggestion of the listing and/or future issuing price.
Wuxi Kuo Qi Network Technology Co., Ltd. and the holding company expressly reserve the right to reject
any or all present or future tender offers or investments at its sole discretion, and at any time to notify
any potential investor to terminate the discussion.
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In addition, Wuxi Kuo Qi Network Technology Co., Ltd. reserves the right to revoke, supplement, alter,
modify, sort, or reduce the scope of the document and / or its subject in accordance with the rules and
regulations of DCSX.
The Information Memorandum contains forward-looking statements, such as "believe", "estimate",
"expect", "intend", "may", "will", "shall", or "should" and other similar words, and these statements
involve risks and uncertainties. These statements are based on an assessment of the current economic
and operating conditions, and some assumptions regarding to the future events and actions, such as the
date on which this Information Memorandum is expected to be approved. These forward-looking
statements are not guarantees of future performance and they involve many known and unknown risks,
uncertainties, assumptions and other important factors beyond those related directly the company, the
directors and the management of the company. These factors and other factors could cause actual
results to differ materially from those expressed in any forward-looking statements. Actual results and
future results may differ from those expressed or implied by these forward-looking statements. Investors
should always pay attention and do not rely solely on such forward-looking statements. The company
cannot and does not guarantee the results, functions or achievements expressed or implied in the
forward-looking statements contained in this information, and investors shouldn’t depend on any of
these forward-looking statements. All subsequent written and oral forward-looking statements are based
on the above and the cautionary statements contained in the information record.
In some jurisdictions, the distribution of this document and stock listing and/or future public offering
and / or additional issuance of stock may be limited. Any person who manages and/or receives the
document and wishes to apply for shares in the future is responsible for his or her own understanding
and compliance with all applicable laws and regulations of any relevant jurisdiction. The potential
applicants for the shares shall be aware of the applicable laws and regulations, and they should also
understand by themselves the foreign exchange and tax regulations that may apply to their individual
situation with regard to citizenship, direct residence and or country of residence.
The Ministry of Finance in Curacao, Dutch Caribbean, the Central Bank of Curacao and Sint Maarten
and the Dutch Caribbean Securities Exchange (DCSX) and any other countries / government bodies of
Curacao, the Dutch Caribbean are not responsible for any information or content of this memo, and also
they do not make any statements or guarantees to the accuracy or completeness of the memo. What’s
more, the information content of the memo doesn't mean any approval, or authorization, or warranty, or
commitment, or statement, or certification of any country / government.
The listed company and all its shareholders, directors and senior management personnel shall be
responsible for the authenticity, accuracy and completeness of the contents of this Information
Memorandum. Best efforts shall be made by the Listing Adviser (LAD), Shanghai Chu Cheng Investment
Management Co., Ltd to reach an as high as possible accuracy of the information in the IM. But
Shanghai Chu Cheng Investment Management Co., Ltd, as LAD (not IM publisher), cannot absolutely
guarantee the authenticity, accuracy and integrity of the information in IM, and the Listing Adviser (LAD)
can thus not take any responsibility in that respect. But the company, its directors, and senior
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executives, as IM publishers and signatories, shall guarantee the authenticity, accuracy and integrity of
the contents in the IM, and therefore shall bear full responsibility.
When making an investment decision, investors must rely on their own independent examination and the
provisions of this Information Memorandum, to consider the risks involved. In addition, the contents of
this information shall not be deemed to be legal, commercial or tax advice or any offer. Every investor
should consult their lawyer, business or tax adviser about legal, commercial, or tax advice.
This Information Memorandum does not contain information required to disclose in accordance with the
requirements or regulations of any country or region’s regulators or law, other than DCSX’s general
listing information requirements. In addition, it should be noted that this Information Memorandum does
not contain all information the investors may need to consider the purchase of securities to be offered or
issued by the company. Prospective future investors should perform an independent investigation,
analyze and obtain related independent financial, tax and other professional advice regarding this
Information Memorandum and other possible matters that may be related to investment decisions, and
they should consult their advisers before investing in the company.
The securities listed by the company this time are Depository Receipts, each Depository Receipt (DR)
represents one share, and every Depository Receipt includes all beneficial rights to each corresponding
share. Each Depository Receipt security consequently has the same rights in all respects to the
company's share; these rights are covered by a Depository Receipt contract. Specific provisions shall be
referred to in the Depository agreement between the company and the shareholders; the detailed rights
of the company’s shareholders are covered and can be seen in the company's Articles. All shares owned
by the shareholders of the company will be registered as Depository Receipts on the DCSX and brokers’
agency books/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 DCSX and brokers, while the DCSX and brokers do not take any further responsibility for
the shares and Depository Receipts holders. The holders will enjoy interests as holders of Depository
Receipts. The company's Depository Receipts number is consistent with the number of shares on a one
for one basis. Depository Receipts will be reserved/booked in the form of electronic data entry. DCSX
and brokers do not promise or have the obligation to issue any Depository Receipt certificate to each
shareholder. Only when the shareholders convert their shares to Depository Receipts can they trade on
the DCSX and broker system. DCSX and brokers will register and manage the Depository Receipts in
accordance with the relevant rules. The company promises that, during the listing of the company,
DCSX and its broker records shall prevail. The conditions of trading and distribution of all the shares and
Depository Receipts are the responsibility of the company. Depository Receipts holders can choose to
require the company to transfer their Depository Receipts into direct holdings of shares (this transfer
should be carried out between the shareholder and the company), but if they do so, their securities will
not be able to trade directly on the DCSX and brokers system. Similarly, the shareholders can choose to
have their shares converted to Depository Receipts (the transaction should be carried out between the
shareholder and the company after which the Depository Receipts can be traded on the DCSX and thru
the brokers)
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Potential future investors should read the full text of this document and content and should be aware that
an investment in the company is speculative and involves a certain degree of risk. Potential investors
should also pay special attention to the "risk factors and litigation" section of this document. Prospective
investors should carefully consider all of their personal risks, including financial and tax issues, before
deciding to invest, and consult professional advice from their accountants, lawyers and other
professional advisors. The company is unable to provide any investors with any investor suitability or
other relevant investment recommendations about investing in the company. For such advice, each
prospective investor must contact their independent professional consultant. If you need any further
information, please consult the stockbroker and other professional advisors.
The date of this Memorandum is Sept 25, 2017.
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SECTION 3: Issuer and the list of institutions related to the listing
Issuer Kuo Qi International Holding Group Co., LTD
c/o the offices of Vistra（Cayman）Limited,
P.O.Box 31119 Grand Pavilion，Hibiscus Way，
802 West Bay Road，Grand Cayman，
KY1-1205 Cayman Islands.
E-mail: zmf@kuoqiwork.com
Chinese operating entity Wuxi Kuo Qi Network Technology Co., Ltd.
Floor 27, Wisdom 568 Building, West Jiang Hai Road,
Wuxi, Jiangsu Province，
China
E-mail:lion@kuoqiwork.com
Listing Advisor Shanghai Chu Cheng Investment Management Co., Ltd.
Room 601, Huaneng Union Tower,
Lane No. 958 Lu Jiazui Ring Road,
Pudong Distrtict, Shanghai,
China
E-mail: lihouhai@chuchengcapital.com
Lawyer Jiangsu Ruilai Law Firm
Floor 7, No. 2-2 Xiang Jiang Road,
New District, Wuxi,
China
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Tel: +86-85212368
Fax: +86-85213258
Auditor Shanghai Jialiang CPAs Limited,
Member of Russell Bedford International
Room701/702, Yueda Huangpu,
No. 356 Xinzha Road, Shanghai,
China
Tel: +86-21-60452588
Fax: +86-21-60452599
SECTION 4: Company Overview
4.1 Group Structure
“Kuo Qi International Holding Group Co., Ltd” is a company registered and legally existing in the
Cayman Islands. It is also the company that is seeking to be listed this time. Kuo Qi International Holding
Group Co., LTD is the 100% owner of “China Shunda Technology Trading Limited” which is a company
registered in Hong Kong and subject to Hong Kong Government and its legal supervision and is the 100%
owner of a subsidiary named “Zou Xiao Smart Technology (Shanghai) Co., Ltd.” in China. The only
objective of “Kuo Qi International Holding Group Co., Ltd” is to be the holding company.
“Zou Xiao smart Technology (Shanghai) Co., Ltd.” is a company incorporated and organized under the
laws of China as a Wholly Owned Foreign Entity.
“Zou Xiao Smart Technology (Shanghai) Co., Ltd.” is the 100% owner of “Wuxi Kuo Qi Network
Technology Co., Ltd.”
“Wuxi Kuo Qi Network Technology Co., Ltd.” is an operating entity company in China with an actual
e-commerce platform business.
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See structure diagram below:
100%Holding
100%Holding
100%Holding
4.2 About the Company
Wuxi Kuo Qi Network Technology Co., Ltd. is ultimately 100% owned by Kuo Qi International Holding
Group Co., Ltd, a company incorporated and registered under the law of Cayman Islands. Wuxi Kuo Qi
Network Technology Co., Ltd. is a company incorporated and organized under the laws of China on May
106, 2014. The website link of this company is http://www.kuoqicctv.com
Wuxi Kuo Qi Network Technology Co., Ltd. holds the validated Business License (Registration
Number:320204000099647 ) issued by Wuxi Municipal Administration of Industry and Commerce of
Jiangsu Province. The summarized information of Wuxi Kuo Qi Network Technology Co., Ltd. the
ultimately owned company is as follows and any reference to Wuxi Kuo Qi Network Technology Co., Ltd.
thus includes reference to this ultimately owned operating company’s information:
a) Company Name: Wuxi Kuo Qi Network Technology Co., Ltd.
b) Domicile: Floor 27, Wisdom 568 Building, West Jiang Hai Road, Wuxi, Jiangsu Province, China
c) Type of Company: Limited liability company
d) Established Date: May 6, 2014.
e) Operating period: Long-term
f) Legal representative: Mr. Gu Huanyu
g) Registered Capital: 10 million RMB
h) Shareholders: Zou Xiao Smart Technology (Shanghai) Co., Ltd.
I ) Business Scope: Computer software development; training services (excluding occupation
certification, excluding national unitary training); information system integration; software development;
installation and commissioning service of communication network; online retail fresh edible agricultural
products, frozen seafood, electronic products, communications equipment (excluding launcher and
satellite TV broadcast ground receiving facilities), textiles, clothing, shoes and hats, watches, glasses,
bags, cosmetics, toys, sporting goods and equipment, jewelry, stationery, kitchenware, bicycle, auto
accessories, photographic equipment, household appliances, computer, computer and auxiliary
equipment, hardware products, furniture, building materials, arts and crafts and collectibles (excluding
heritage); provides corporate management services; car rental; self and agent all kinds of goods and
technology Import and export business (The items which need approval according to law, will get
approval by the relevant departments before carrying out business activities)
4.3 Company’s Operation
Wuxi Kuo Qi Network Technology Co., Ltd. is an e-commerce platform and network science and
technology company. Wuxi Kuo Qi Network Technology Co., Ltd. has been in operation since 2014 and
is considered by the management to have sufficient industry experience to continue operating at its
current level. The management of Wuxi Kuo Qi Network Technology Co., Ltd. has planned to expand its
business by focusing on strengthening the e-commerce platform thru new ”product development”,
improving the quality for the users and expanding marketing. Further details about the business
overview will be found in Section 6 of this Information Memorandum. Further details about the
background of the Directors and Executive Management Team will be found in Section 8 of this
11Information Memorandum.
Below follow a few pictures of the operating company’s outfit.
12SECTION 5: Terms of the Issuance and Investment Overview
The information provided in this section is not comprehensive and should be read and considered within
the scope of this Information Memorandum.
Company nature
th
The company being listed is a limited liability company incorporated in the Cayman Islands on 15 June
2017. The company ultimately owns 100% stock of China's operating entity company, Wuxi Kuo Qi
Network Technology Co., Ltd. The company has issued a total of 1 billion ordinary shares on the
submission day of the Information Memorandum. Till the submission date of this memorandum, the
company's shares are not listed in other jurisdictions. The company's listed securities will be Depository
Receipts. The investment in shares or Depository Receipts or other securities involves risks, and
investors themselves shall consider whether to take this risk.
Listing Adviser (LAD)
Shanghai Chu Cheng Investment Management Co., Ltd is a Chinese company and has been recognized
as a licensed Listing Advisor (LAD) by the DCSX. The company has appointed Shanghai Chu Cheng
Investment Management Co., Ltd as the Listing Advisor (LAD) according to the listing rules of the DCSX.
13The mission of Shanghai Chu Cheng Investment Management Co., Ltd is to assist the company to be
listed on the DCSX. Best efforts shall be made by the Listing Advisor (LAD), Shanghai Chu Cheng
Investment Management Co., Ltd to reach an as high as possible accuracy of the information in the IM.
But Shanghai Chu Cheng Investment Management Co., Ltd, as LAD (not IM publisher), cannot
absolutely guarantee the authenticity, accuracy and integrity of the information in IM, and the Listing
Adviser (LAD) can thus not take any responsibility in that respect. But the company, its directors, and
senior executives, as IM publishers and signatories, shall guarantee the authenticity, accuracy and
integrity of the contents in the IM, and therefore shall bear full responsibility. Shanghai Chu Cheng
Investment Management Co., Ltd cannot and shall not take any responsibility for the completeness of
any information (financial, legal or other information) contained in the memorandum.
The listing on the DCSX and fund-raising purposes
The company intends to submit an application by way of compliance listing, and to list the Depository
Receipts that correspond to the existing issued shares on the DCSX. During the period of the company’s
listing on the DCSX new securities won’t be issued without the submission of an updated Information
Memorandum detailing such additional issuance of shares or corresponding Depository Receipts. In
other words, the company does not raise and will not raise or attract new funds with this listing. However,
the company's shareholders who have chosen to get Depository Receipts may wish to trade the
Depository Receipts corresponding to their existing shares through the listing of such Depository
Receipts on the DCSX.
The company does not exclude the possibility of raising funds through the issuance of new securities in
the future, but as stated will prepare and submit the relevant and necessary documents and follow the
required procedures in accordance with the laws and/or listing rules of the DCSX.
Sales period commitment
Currently, the company's board of directors holds a total of 70% shares. To provide potential investors
/buyers of Depository Receipts with some extent of comfort toward the long-term expectation of the
shareholders of the company, all directors of the company (hereinafter referred to as the "restricted
shareholders") have agreed not to trade any of their securities in any form within 12 months as of the
date of the actual listing on the DCSX and/or trade-ability of such securities. To assure non-violation of
applicable law, each restricted shareholder agrees not to sell or distribute the company's shares or
securities publicly or privately, and not to try to convert or exchange their holding shares or securities to
any Depository Receipts, other securities, options or other forms of rights, during this period.
However, as to the company's total issued share capital, the restricted commitment mentioned above
will not apply to a 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 commitments.
Such a buyout shall be submitted for approval first to the DCSX.
14The stock option
On the issued 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 list all Depository Receipts corresponding to the shares on the DCSX, but will not
issue any hardcopy certificates. With the listing of the company and securities listed on the DCSX, the
DCSX and its brokers will register and/or manage those securities. These Depository Receipt securities
may be traded in the market, but the company cannot make any guarantee with respect to its liquidity.
The company agrees that the company and all the shareholders should take the responsibility of
submitting all and only complete and accurate information about the shares and the thereto affixed
Depository Receipts to DCSX and brokers, while DCSX and brokers do not take any responsibility for
the information so provided by the shareholders. The trading of securities shall comply with the Articles
of the company and any restrictions, which are otherwise applicable to the shares and/or Depository
Receipts of the company. In addition, after the listing, the registration and trading of securities must also
comply with the laws and regulations of DCSX and other relevant regulators.
The company agrees that the holders of the Depository Receipts have the same rights as ordinary
shareholders with shares registered in their own names. Meanwhile, if and when the company holds a
general meeting of shareholders, the Depository Receipts holders should also be notified; Depository
Receipts holders are allowed to exercise the same voting rights as direct shareholders.
At the same time, the company agrees that the holder of the Depository Receipts may convert any of
such securities back into a direct share at any time. The company promises and commits that any such
conversion must be informed to and acknowledged by the DCSX and its broker according to the
notification procedures of DCSX and broker before it comes into force. After receipt of the notification
and acknowledgement by the DCSX and the broker, the related Depository Receipts will be cancelled.
The company then has the obligation of re-registering the registered shares directly in name of the
holders. Such shares/securities will no longer be able to trade on the DCSX.
Outstanding shares and Depository Receipts to be issued and listed.
As per the date of this Information Memorandum the company has ……….shares of a nominal value of
US$ ……. per share issued and outstanding. As reported above the company will issue Depsository
Receipts on a one to one basis per outstanding share. The securities to be listed and traded in the future
will be the Depository Receipts. Upon completion of the issuance of the process of issuing the
Depository Receipts the Company will make an announcement that such has been done. Only after
confirmation of the Depository of the DCSX that the Depository Receipts have been legally transferred
into its depot / custody will the Depository Receipts become tradeable as per the conditions and/or
limitations as referred to hereabove under “Sales Period Commitment”.
15Listing cost
The cost of the listing and all other directly 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 the Information Memorandum should be dealt with by the company's domestic actual
operating office.
SECTION 6: Business Overview
6.1 Executive Summary
Wuxi Kuo Qi Network Technology Co., Ltd. is a comprehensive e-commerce platform operator, The
company is mainly engaged in business for the Kuoqi network mall (http://www.kqhcp.com) operations,
maintenance and promotion, and the company earns profit by selling goods through the network mall
for third party merchandise manufacturers. Wuxi Kuo Qi Network Technology Co., Ltd. has both a
computer web version of the network mall and also has a mobile e-commerce platform. The company is
committed to the network mall to create a large number of “cooperative businesses“, large deal flow,
loyal consumers and to integrate other, well-known e-commerce sales platforms.
6.2 Our Products and Services
The main operational goals and services of the company are:
Operation, maintenance and promotion of the Kuoqi Network Mall（http://www.kqhcp.com）, and so to
earn profits by selling products of a large number of third party merchandise producers through the
network mall . Below you find a few screenshots of Kuoqi Network Mall:
16Kuoqi Network Mall is an integrated network mall which is a combination of a wide range of functions
and goods and services, Kuoqi Network Mall provides services including the business portal, personal
online shopping, corporate advertising thru several media, corporate brand promotion, small and
medium business information (data), ticket sales and many other functions, The network mall also
provides network marketing and sales for food, hotels, fitness, tourism, cinema, KTV and other business
sectors.
Through the real-time online shopping mall, the company provides consumers with the latest business
information, shopping guides, discounts, movie information, food group-buying possibilities, check
points, gift exchanges and other comprehensive information and services. This will help consumers find
massive concessions and high-quality merchandise, leading to get a higher quality of life, including
intelligence services. At the same time, these services of business information and preferential
information for consumers, also provide an opportunity to show and advertise for businesses, which will
on its turn help the store to attract consumers online.
17To sum up, the network mall operated by the company will provide an online sales platform for
third-party merchandise producers and merchants. Once the company has operated the network mall
and completed the network sales for these cooperating commodity producers and local merchants, the
company will obtain revenue from fee income from distribution; the latter is different from each
cooperative enterprise. That is the main business and service of the company.
6.3 Our Marketing Strategy and Technical Service System
For the network mall, the network traffic and the number of consumers is the key to sales. The company
has set up a special e-commerce operation and promotion department. It is generally possible to
operate and promote the network mall through the following strategies:
a Search engine optimization, buy keywords, etc.
b Advertise on Site navigation websites and portal sites to attract traffic
c Other types of online advertising, to attract network traffic;
d Establish cooperation alliances with other e-commerce platforms, and guide network traffic to each
other;
e Establish cooperation with local businesses, organized offline activities to attract consumers to visit the
network mall
f Mail, telephone advertising
g Organize members to buy in the online shopping mall, etc..
At the same time, The company through the ways of constant new display and decoration, optimization
in user friendliness, visual design, price concessions, etc. to the network mall, tries to improve the
conversion rate of the network traffic into an actual consumer. All consumers who buy goods on the
network mall, the company will strive to where allowed retain their data and information, through data
analysis and after-sales service, and so make efforts to convert consumers into “corporate members” in
order to achieve subsequent sales/purchases.
Since the establishment of the company, after a long period of preparation and technical research and
development, Kuoqi network mall was not until the end of 2016 that it was officially opened. Only after a
18period of development, at present, Kuoqi network mall is about 60000 visitors per month, the real
customers buy goods about 10000 / month, and the company implements the customer service system and
membership maintenance system, at present, the company has accumulated about 150000 mall members,
these members will become the mall long-term loyal consumers.
6.4 Products’ Supplier and Main Cooperation Organization
The cooperative platform product providers and dealers include but are not limited to:
Guizhou Maotai Distillery (Group) Health Wine Co., Ltd
Liaoning Zhongcheng Liquor Commodities Trading Co., Ltd
Changbai Mountain Wine Group Co., Ltd
Wuxi Kangjianyin Life Science and Technology Research Institute Limited
Jiangsu Hongxiang ventilation purification Engineering Limited
Ningbo Shiyuan Mineral Water Development Co., Ltd
Anhui Ruikang Food Biotechnology Co., Ltd.
Shanghai Aoshen Cosmetics Co., Ltd
Tianjin Yikang century antibacterial new materials Technology Co., Ltd
Jiangxi Yujun technology Co., Ltd
Qingdao Xingxing Wood Industry Co., Ltd
Shandong Guanci Clothing Co., Ltd
Wuxi Yilian electricity business Information Technology Co., Ltd
6.5 Development Strategy
The company is committed to make the network mall be a comprehensive e-commerce carrier with
massive shopping information, products and an omni-directional function. Specifically, the company
focuses on that the network mall establish a wide range of cooperative relations with a number of
first-line brands and commodity manufacturers and local businesses, making the network mall sell a
19wide range of goods and services; the company focuses on that the network mall is a valuable sales
capability e-commerce platform with a huge flow of products and a large number of loyal consumers.
In the end, many categories of online products will attract more consumers, more consumers will prompt
more businesses to cooperate with the network mall, becoming “full vicious”.
In order to achieve partnerships with a wide range of businesses, and increase and enrich the
commodity category of online shopping mall, The company set up a special department to expand
business cooperation the Supermarket Business Division. This division is specifically committed to
working with more commodity manufacturers, supermarket chain stores and other areas of retail and
whole sale businesses to establish relations of cooperation. The company set up a professional
business cooperation and negotiation team that propose and provide network marketing opportunities
and so reach and establish a wide range of business relations with these businesses.
In order to achieve the goal of attracting more consumers, the company set up a special e-commerce
operations and promotion department, dedicated purely to the operation and promotion of the online
mall, and improve sales capacity of the online mall.
The company hopes to improve the company's financial performance rapidly through the above
development strategy, and strive to make the company's profit in the next 5 years to the following level:
2018 2019 2020 2021 2022
$ 2 million $ 5 million $ 10 million $ 15.3 million $ 20.35 million
The above data are the financial objectives that the board of directors expects to achieve over the next 5
years, The company does not mean accurate forecasts based on existing financial conditions, nor does it
represent any financial performance, commitment or guarantee of the company. The company reminds
investors once again to consider and judge carefully and to take note of risks.
The Board of Directors and the management of the Company are committed to taking appropriate
measures to constantly enhance the Company's operating performance in accordance with the
development and business conditions of the Company. However, the Company's Board of Directors and
the management cannot guarantee the Company's revenue and performance in the face of objective
market risks and other risks.
206.6 Permit and Licenses
Business License
(Duplicate copy)
Registration Number: 913202003019149064 (1/1)
a) Company Name: Wuxi Kuo Qi Network Technology Co., Ltd.
b) Type of Company: Limited liability company
c) Domicile: No.990-2701、2702、2703、2704、2705 Jianghai
West Road, Wuxi
d) Legal Representative: Mr. Gu Huanyu
e) Registered Capital: 10 million RMB
f) Date of Establishment: May 6, 2014.
g) Operating Period: from May 6, 2014 to ********
h) Business Scope: Computer software development; training
services (excluding occupation certification, excluding national
unitary training); information system integration; software
development; installation and commissioning service of
communication network; online retail fresh edible agricultural
products, frozen seafood, electronic products, communications
equipment (excluding launcher and satellite TV broadcast
ground receiving facilities), textiles, clothing, shoes and hats,
watches, glasses, bags, cosmetics, toys, sporting goods and
equipment, jewelry, stationery, kitchenware, bicycle, auto
21accessories, photographic equipment, household appliances,
computer, computer and auxiliary equipment, hardware
Wuxi Kuo Qi Network Technology Co., Ltd. and products, furniture, building materials, arts and crafts and
its directly and indirectly owned subsidiaries collectibles (excluding heritage); provides corporate
have all the permit and licenses required to management services; car rental; self and agent all kinds of
engage in the business at hand, including: goods and technology Import and export business (The items
which need approval according to law, will get approval by the
relevant departments before carrying out business activities)
issued by Wuxi Wuxi Liangxi District
Market Supervision and Administration on Aug 30, 2017
6.7 Related Parties where key company officials have (other) positions:
1. Company Name: Beijing Kuo Qi Equity Investment Fund Management Co., Ltd.
Mr. Gu Huanyu, chairman of the board of directors of Wuxi Kuo Qi Network Technology Co., Ltd., is also
the executive director of Beijing Kuo Qi Equity Investment Fund Management Co., Ltd.
Ms. Zhao Meifeng, the executive director of Wuxi Kuo Qi Network Technology Co., Ltd., is also a
22supervisor of Beijing Kuo Qi Equity Investment Fund Management Co., Ltd.
a) Registered Number: 410192000115774
b) Type of Company: Limited liability company
c) Domicile: No.2082, building no. 7, innovation road, science park, changping district, Beijing
d) Legal Representative: Gu Huanyu
e) Registered Capital: 33.61 million RMB
f) Date of Establishment: Nov 7, 2013
g) Operating Period: to November 06, 2033
h) Business Scope: Investment management and consultation of non-securities business. (1, not open
to the public to raise funds; 2, not publicly traded securities products and financial derivatives; 3, shall
not grant loans; 4, shall not provide guarantees to other enterprises; investment outside the enterprise 5,
not promise to investors against loss of principal invested or committed minimum income. Projects
subject to approval according to law shall be carried out in accordance with the approved contents after
approval by the relevant departments)
The two companies do not have any overlapping business scope, and therefore do not form a horizontal
competition and furthermore, the latter's business can benefit the former's sales and business in the
future.
2. Company Name: Jiangsu Yi Jia Jia Network Technology Co., Ltd.
Mr. Gu Huanyu, chairman of the board of directors of Wuxi Kuo Qi Network Technology Co., Ltd., is also
the supervisor of Jiangsu Yi Jia Jia Network Technology Co., Ltd.
Ms. Zhao Meifeng, the executive director of Wuxi Kuo Qi Network Technology Co., Ltd., is also the
executive director of Jiangsu Yi Jia Jia Network Technology Co., Ltd.
a) Registered Number: 320200000228295
b) Type of Company: Limited liability company
c) Domicile: 401 XingYuan North Road, Wuxi, China
d) Legal Representative: Zhao Meifeng
e) Registered Capital: 20 million RMB
f) Date of Establishment: March 18, 2015
g) Business Scope: The development of network technology (excluding Internet service); network
technology consulting; research and development of network technology; conference and exhibition
23services; technical services; management consulting; marketing planning; advertising design,
production, publishing, agent. (In accordance with the law to be approved by the relevant departments
approved by the relevant business activities)
The two companies do not have any overlapping business scope, and therefore do not form a horizontal
competition and furthermore, the latter's business can benefit the former's sales and business in the
future.
3. Company Name: China National Energy Automotive Co., Ltd.
Mr. Gu Huanyu, chairman of the board of directors of Wuxi Kuo Qi Network Technology Co., Ltd., is also
the chairman of the board of directors of China National Energy Automotive Co., Ltd.
Ms. Zhao Meifeng, the executive director of Wuxi Kuo Qi Network Technology Co., Ltd., is also the
supervisor of China National Energy Automotive Co., Ltd.
a) Registered Number: 91110107397035307T
b) Type of Company: Limited liability company
c) Domicile: No.401, Building A, 11 District of Ancient City Street, ShiJing Montain District, Beijing
d) Legal Representative: Gu Huanyu
e) Registered Capital: 10 million RMB
f) Date of Establishment: May 27, 2014
g) Business Scope: Technology development, technology promotion, technology service; exhibition
contractors; conference services; investment management; corporate image planning; economic
information consultation; car sales (excluding nine the following passenger car), automobile and
motorcycle accessories; car rental (excluding nine seats or more passenger cars). After receiving this
license, it shall go to the transportation administration of the Municipal Traffic Committee for the record.
Enterprises to choose their business projects, to carry out business activities in accordance with the law;
(subject to the approval of the project, approved by the relevant departments according to the approved
content to carry out business activities; shall not engage in the city industrial policy prohibited and
restricted items of business activities).
The two companies do not have any overlapping business scope, and therefore do not form a horizontal
competition and furthermore, the latter's business can benefit the former's sales and business in the
future.
244. Company Name: Wuxi Da Tang Ying Jia Culture Media Co. Ltd.
Mr. Gu Huanyu, chairman of the board of directors of Wuxi Kuo Qi Network Technology Co., Ltd., is also
the supervisor of Wuxi Da Tang Ying Jia Culture Media Co. Ltd.
Ms. Zhao Meifeng, the executive director of Wuxi Kuo Qi Network Technology Co., Ltd., is also the
chairman of the board of directors of Wuxi Da Tang Ying Jia Culture Media Co. Ltd.
a) Registered Number: 91320200321215037G
b) Type of Company: Limited liability company
c) Domicile: No.2009, LiHu Avenue, Wuxi City
d) Legal Representative: Zhao Meifeng
e) Registered Capital: 20 million RMB
f) Date of Establishment: Oct 10, 2014
g) Business Scope: Design, production, release agents and domestic advertising; production of radio
and TV programs; film production, distribution and exhibition; animated cartoon design, (not including
pictures filmed and released); providing technical advice and technical services for the film; screenplay;
corporate image design, telecom business agents, streaming media information show the AR network
technology, scanning and search query; conference style and planning activities, performing arts
brokerage at home and abroad; antique calligraphy and painting famous cultural exchanges in culture
and education; academic exchange; wine, tea cultural exchange and marketing planning; tourism and
cultural industry exchanges, tourist attractions agency services, network business travel agency, brand
products agents market promotion, publicity and planning; meeting, conference, celebration planning
services; health care consulting, exhibition service Network technology software and hardware
equipment research and development, installation and maintenance. The project subject to approval
according to law may be carried out before approval by the relevant department.
The two companies do not have any overlapping business scope, and therefore do not form a horizontal
competition and furthermore, the latter's business can benefit the former's sales and business in the
future.
5. Company Name: Lai En Yu Feng (Beijing) Film & Television Investment Management Co. Ltd.
Mr. Gu Huanyu, chairman of the board of directors of Wuxi Kuo Qi Network Technology Co., Ltd., is also
the executive director of Lai En Yu Feng (Beijing) Film & Television Investment Management Co. Ltd.
Ms. Zhao Meifeng, the executive director of Wuxi Kuo Qi Network Technology Co., Ltd., is also the
supervisor of Lai En Yu Feng (Beijing) Film & Television Investment Management Co. Ltd.
a) Registered Number: 91110105082874181H
25b) Type of Company: Limited liability company
c) Domicile: Room 6626, 6 F, Building 6, No.24 courtyard, Middle Jiuxianqiao Road, Chao Yang District,
Beijing
d) Legal Representative: Gu Huanyu
e) Registered Capital: 100 million RMB
f) Date of Establishment: Nov 11, 2013
g) Operating Period: Production, issue cartoons, feature films, television, not to make political news and
similar topics, columns and other radio and television programs (radio and television program production
license is valid until 02 2018 05 July); investment management; car rental (excluding nine seats or more
passenger cars); leasing of construction machinery and equipment; economy trade consulting; computer
animation; stage lighting design; technical services; organizational culture and art exchange activities
(not including performance); conference services; artistic creation; design, production, agents,
advertising translation services; computer technology; training; management consulting; business
planning; Market Research; sales of stationery, chemical products (excluding hazardous chemicals),
building materials, electronic products, handicrafts, furniture, auto parts, class I medical devices . ("1,
without the approval of relevant departments, shall be open to the public to raise funds; 2, shall not be
disclosed to carry out securities products and financial derivatives trading activities; 3, shall not grant
loans; 4, not to invest in enterprises other enterprises to provide guarantee; 5, not promise to investors
against loss of principal invested or committed the lowest income"; enterprises to choose their business
projects, to carry out business activities in accordance with the law; subject to the approval of the project,
approved by the relevant departments according to the approved content to carry out business activities;
shall not engage in the city industrial policy prohibitions and restrictions of such project activities).
The two companies do not have any overlapping business scope, and therefore do not form a horizontal
competition and furthermore, the latter's business can benefit the former's sales and business in the
future.
6.8 Competitors in the same industry (partly):
For the convenience of investors, the company listed the competitors as possible in the same industry,
specifically, the company can not list all competitors, and the Company has no right to unilaterally
evaluate the subjective merits of the competitor, the following is not fully enumerated and does not
represent any evaluation of possible competitors in the same industry:
1. Company Name: VIPSHOP (China) Co., Ltd.
a) Registered Number: 914401015679254937
b) Type of Company: Limited liability company (Taiwan, Hong Kong and Macao legal person sole
26proprietorship)
c) Domicile: Building 6,No.20 Huahai street, Fang village, Liwan District，Guangzhou
d) Legal Representative: Shen Ya
e) Registered Capital: 180 million dollars
f) Date of Establishment: Jan 20, 2011
Online mall name: Vip
Website: www.vip.com
2. Company Name: Beijing chuangrui culture media Co.Ltd
a) Registered Number: 91310115672680037X
b) Type of Company: Limited liability company (natural person investment or holding)
c) Domicile: Room 829, 7th floor, No.71 Chaoyang Road, Chaoyang District, Beijing
d) Legal Representative: Chen Ou
e) Registered Capital: 10 million RMB
f) Date of Establishment: Aug 05, 2009
Online mall name: Jumei
Website: gz.jumei.com
3. Company Name: Shanghai Yishiduo E-Commerce Co.,Ltd.
a) Registered Number: 91110105693268180G
b) Type of Company: Limited liability company (natural person sole proprietorship)
c) Domicile: Block B, Room 201, Building 11,No.170 Tang Jinfeng Road, Pudong New Area
d) Legal Representative: Gao Huandong
e) Registered Capital: 40 million 211 thousand and 970 RMB
27f) Date of Establishment: Mar 14, 2008
Online mall name: YHD
Website: www.yhd.com
4. Company Name: Beijing Haolemai Information Technology Co., Ltd.
a) Registered Number: 911101056662854440
b) Type of Company: Limited liability company (natural person investment or holding)
c) Domicile: Room 61,3rd floor, No.3 yard, Qingnian Road, Chaoyang District, Beijing
d) Legal Representative: Li Shubing
e) Registered Capital: 1 million RMB
f) Date of Establishment: Aug 15, 2007
Online mall name: Okbuy
Website: www.okbuy.com
SECTION 7: Company Advantages and Investment Highlights
7.1 Strong product and service development capabilities and a wealth of product line
Wuxi Kuo Qi Network Technology Co., Ltd. has a strong new products focus and service development
capability and a wealth of potential new product lines. It is committed to the provision of the latest
business information, shopping guidance, discount coupons, movie information, group buying of fine
foods, score queries, gift exchanges and other comprehensive information and services for customers.
The company has established partnerships with a wide range of manufacturers. The company's online
shopping mall has a wide range of products to sell, including: Medical stone water, Air Cleaner,
Multifunctional Nano Cavitation Nursing Instrument, Chinese paintings, Calligraphy, Paper-cutting, Ai Yu
Fei Four Sets of Antibacterial Bedding Articles, Ke Run Kang Twelve Sets of Antibacterial Bedding
Articles, Ke Run Kang Four Sets of Antibacterial Bedding Articles, Ke Run Kang Six Sets of Antibacterial
Bedding Articles, Ke Run Kang Black Socks, Ke Run Kang Ankle Guards, Ke Run Kang wrist Guards,
Ke Run Kang Knee Guard, Ke Run Kang Towels, Ke Run Kang Pants, Ke Run Kang Eye Patches, Rui
Kang Pentosan. Also it will continue to develop the supply of other products and services, which
28includes putting all those products on the sales website by the end of 2017. Meanwhile, the company will
continue to develop and provide other products and services available for sales online, the company
hopes to establish business cooperation with many more merchants. The company also plan to bring all
national chain restaurant across the country onto their online platform in next 3-5 year showing their
information to the customers.
7.2 Advantages of logistics and sales supporting system
Wuxi Kuo Qi Network Technology Co., Ltd. has a good logistics and sales supporting system. The
company's main cooperation organizations include specialized logistics companies: DEPPON Logistics
Co., Ltd, SF Express, Zhong Tong Express, and Yun Da Express. They provide a full range of logistics
assurance for the company's products for sale. The company also has obvious advantages in its sales
supporting system. Currently, Wuxi Kuo Qi Network Technology Co., Ltd. sells the company’s products
mainly through cooperative platforms and dealers around China. For example, Anhui Rui Kang Food
Biology Co. Ltd, Kunshan Jie Cheng Nano Technology Co., Ltd, and Tianjin Yi Kang Century
Antibacterial new Material Technology Co. Ltd. Based on a market in 24 provinces including Jiangsu,
Shanghai, Beijing, Hunan, Hubei, Shandong, Qingdao, Jining, Zhejiang, Guangxi, etc., the company
vigorously expands the national business. What’s more, Wuxi Kuo Qi Network Technology Co., Ltd.
combines the advantages of an electronic business platform with the traditional stores. The company
promotes the emerging consumption based on the Internet, uses the self-media operation mode to
develop the national experimental chain stores and restaurants, and has deep and strategic cooperation
with quality brands.
7.3 Advantages of location and raw material
Wuxi Kuo Qi Network Technology Co., Ltd. is located in Jiangsu, Wuxi. Wuxi is in the southern part of
Jiangsu Province, the hinterland of the Yangtze River delta plain, the traffic center of the Taihu River.
Wuxi is the famous Chinese ancient town, one of the four biggest markets. At the same time, Wuxi is
also a bustling modern city, one of the cradles of China's national industry.
From the point of view of transportation, Wuxi is an important transportation hub city of the Yangtze
River Delta. The city has formed a "one ring, eight shots" fast road network system, which is an
advanced modern transportation network system throughout the country. Beijing, Hangzhou and Grande
Canale runs through the whole territory, the Yangtze River from Jiangyin to the mouth of the sea and
there is a good deepwater coastline, the Shanghai port, Jiangyin port and several other 10000 ton ports.
Located in Wuxi, South of Jiangsu, the Shuofang airport has opened a number of domestic flights; it is
the domestic regional airport to the domestic airport route leap. High-speed railway through the
hinterland of Wuxi to Beijing and Shanghai is available. These make Wuxi's geographical advantages
very prominent, including for a broad flag electronic business platform development, logistics and
distribution.
From a potential market point of view, Wuxi is located in the densely populated area of the Yangtze
River Delta that not only has a large direct market, but more important has the surrounding Shanghai
and East China market, This economic center of Shanghai, also has the very strong radiation to the
29surrounding cities. It is also a favorable factor for the investment in broad band capabilities in Wuxi.
SECTION 8: Directors and Senior Management
Directors of Wuxi Kuo Qi Network Technology Co., Ltd.
Director Name Position
Mr. Gu Huanyu
Chairman of the board of directors
Ms. Zhao Meifeng Executive Director
Mr. Liao Weike Executive Director
Mr. Yan Jianguo Executive Director
Mr. Lu Xiao Independent Non-Executive Director
Mr. Tai Han Independent Non-Executive Director
Mr. Gu Huanyu
Chairman of the board of directors
30Mr. Gu Huanyu is the Chairman of the board of directors of the company. Mr. Gu graduated from
Shanghai Medical Staff University, and majored in Pharmacy.
He has the National Senior Health Advisor Certificate, and National Advanced Iris Consultant Certificate.
He worked for Li Yang Crazy English, China Offshore Oil Co., Ltd, Jiangsu Long Li Qi Biotechnology Co.,
Ltd respectively.
Mr. Gu Huanyu, aged 46, is a resident of China. His address is: Floor 27, Wisdom Building, No.990
Jianghai West Road, Beitang District, Wuxi City, Jiangsu Province, China.
After graduating, he worked in medical industry for 14 years and is experienced in medical production,
quality management, research and development and factory management.
Ms. Zhao Meifeng
Executive Director
Ms. Zhao Meifeng is Executive Director of the company. Ms. Zhao graduated from Hengyang Normal
University, and majored in General education.
Ms. Zhao Meifeng, aged 46, is a resident of China. Her address is: Floor 27, Wisdom Building, No.990
Jianghai West Road, Beitang District, Wuxi City, Jiangsu Province, China.
After graduating, she worked in the teaching industry for 10 years. and as a Chairman of Guangdong
Offshore Fu Mei Da Furniture Trade Co., Ltd. for 7 years. She is experienced in medical production,
quality management, research and development and factory management.
31Mr. Liao Weike
Executive Director
Mr. Liao Weike is Executive Director of the company. Mr. Liao graduated from State Economic
Commission College of management, and majored in Economy management.
Mr. Liao Weike, aged 54, is a resident of China. His address is: Room 1202, No.87 Jiangnan garden,
Yongle Road, Wuxi City, Jiangsu Province, China.
After graduating, he worked in medical industry for 6 years. He is experienced in medical production,
quality management, research and development and factory management.
Mr. Yan Jianguo
Executive Director
Mr. Yan Jianguo is Executive Director of the company. Mr. Yan graduated from Hengdong Vocational
32Secondary School, and majored in Electronic Commerce.
He has Broker's qualification certificate.
Mr. Yan Jianguo, aged 33, is a resident of China. His address is: Floor 27, Wisdom Building, No.990
Jianghai West Road, Beitang District, Wuxi City, Jiangsu Province, China.
After graduating, he worked in retail industry for 9 years. He is experienced in medical production,
quality management, research and development and factory management.
Mr. Lu Xiao
Independent Non-Executive Director
Mr. Lu Xiao is Independent Non-Executive Director of the company. Mr. Lu graduated from Southwest
International University, and majored in Economic Management.
He has a Wuxi City model workers Certificate and a Wuxi outstanding entrepreneurs, outstanding
director, outstanding party secretary Certificate. He also has a Ministry of Textile excellent ideological
and political workers Certificate. A China Textile Association, Jiangsu Province Textile Department of
Science and Technology Progress Award Certificate as well as a Senior Economist Title Certificate and
Broker certificate.
Mr. Lu Xiao, aged 64, is a resident of China. His address is: No. 24-1803, Xia Jia Bian Garden ,Wang
Shan Lu, Binhu District District, Wuxi City, Jiangsu Province, China.
After graduating, he worked in State-owned enterprises for 38 years. He is experienced in production,
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