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Chucheng Capital Information Memorandum

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Chucheng Capital Information Memorandum Listing Adviser (LAD): Chucheng Capital Information Memorandum For the Listing of Waters Years Holdings Group Limited Incorporated under the laws of BVI Business Companies Act, 2004, on the 13th day of April, 2017 with registered number 1942431. 1 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 Issuance and Investment Overview Page 13 6. Business Overview Page 15 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 7. Company Advantages and Investment Highlights Page 22 8. Directors and Senior Management Page 24 9. Financial Statements Page 31 10. Material Contracts Page 49 11. Risk Factors and Litigation Page 50 12. Definition of Abbreviations Page 54 2 SECTION 2: Important Information and Notices Dear investors: This ‘Information Memorandum for future listing’ (‘file’ or ‘memo’) has been approved and is submitted by Waters Years Holdings Group Limited， the 100 % ultimate holding company / owner of Jilin Waters Years Agriculture Science and Technology Co., Ltd. and hereafter called the company. The only purpose of this file is to increase the current condition (general image/exposure) of the company and to prepare for a public issue later by issuing stocks or depository receipts in the company on the Dutch Caribbean Stock Exchange. Thus, it is not comprehensive, and it does not include whole information that a future investor may wish to see when investigating investment opportunities. Potential investors should not explain the content of this memo as a suggestion on legality, taxation, finance and so on, or as a relevant command or advice for the subscription, purchase, holding or disposition of the stocks or depository receipts. Every 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 stock or depository receipt and listing information clauses to assess the advantages and risks. Any and all further references to stock, shares or securities hereafter in this Information Memorandum shall include reference to the thereto related depository receipts if any. 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 investor should at all times contact the Listing Advisor to verify the latest version of this 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. Jilin Waters Years Agriculture Science and Technology Co., Ltd. and/or its holding company as described above may consider one or more future (initial) public offerings. More information will be available to investors at that stage. The document may include certain statements, estimates and financial projections provided by Jilin Waters Years Agriculture Science and 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 document. Jilin Waters Years Agriculture Science and 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 recommendation of the issuing price. Jilin Waters Years Agriculture Science and Technology Co., Ltd. and the holding company expressly reserve the right to reject any or all tender offers or investments at their sole discretion, and at any time to notify any potential investor to terminate the discussion. In addition, Jilin Waters Years Agriculture Science and Technology Co., Ltd. definitely 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", "may", 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 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 pay attention and do not rely solely on such forward-looking statements. The company cannot and does not 3 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 issuance 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 achieve the best 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) shall not take any responsibility. 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. When making an investment decision, investors must rely on their own independent examination and the provisions of this information memorandum, to consider the risk 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 any 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 issued by the company. Prospective 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
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