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

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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 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 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 any information and details about shares and Depository Receipts accurately and completely to the brokers. 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

4 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 stock 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)

Potential 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 June 20, 2017.

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SECTION 3: Issuer and the list of institutions related to the listing

Issuer Waters Years Holdings Group Limited Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands E-mail: [email protected]

Chinese operating entity Jilin Waters Years Agriculture Science and Technology Co., Ltd. No.2 Huanxi, Chang Chun Lu Street, Chuan Ying , , Jilin Province， E-mail: [email protected]

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: [email protected]

Lawyer Jiangsu Ruilai Law Firm Floor 7, No. 2-2 Xiang Jiang River, New District, Wuxi, China Tel: +86-13306172207 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

Banker China Merchants Bank China Merchant Bank Building, 7088 Shennan Avenue, Futian District, Shenzhen China Tel: + 86-755-84391000

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SECTION 4: Company Overview

4.1 Group Structure

“Waters Years Holdings Group Limited” is a company registered and legally existing in the British Virgin Islands (BVI). It is also the company that will be listed this time. Waters Years Holdings Group Limited is the 100% owner of “Waters Years Holdings 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 “Waters Years Technology (Shenzhen) Co., Ltd.” in China. “Waters Years Technology (Shenzhen) Co., Ltd.” is a company incorporated and organized under the laws of China as a Wholly Owned Foreign Entity (“WOFE”). “Waters Years Technology (Shenzhen) Co., Ltd.” (“WOFE”) is the 100% owner of “Jilin Waters Years Agriculture Science and Technology Co., Ltd.” “Jilin Waters Years Agriculture Science and Technology Co., Ltd.” is an operating entity company in China with actual business.

See structure diagram below:

Waters Years Holdings Group Limited (Incorporated in BVI:1928154)

100%Holding

Waters Years Holdings Limited (Incorporated in Hongkong)

100%Holding

Waters Years Technology (Shenzhen) Co., Ltd. (Incorporated in Shenzhen,China)

100%Holding

Jilin Waters Years Agriculture Science and Technology Co., Ltd. (Incorporated in Jilin,China)

7 4.2 About the Company

Jilin Waters Years Agriculture Science and Technology Co., Ltd. is ultimately 100% owned by Waters Years Holdings Group Limited, a company incorporated and registered under the law of BVI. Jilin Waters Years Agriculture Science and Technology Co., Ltd. is a company incorporated and organized under the laws of China on Aug 26, 2015.

Jilin Waters Years Agriculture Science and Technology Co., Ltd. (hereafter also called “JWY”) holds the validated Business License (Registration Number: 91220214356847966G) issued by Jilin Municipal Administration of Industry and Commerce. The summarized information of JWY ultimately owned company is as follow and reference to JWY includes reference to this ultimately owned operating company: a) Company Name: Jilin Waters Years Agriculture Science and Technology Co., Ltd. b) Domicile: No.2 Huanxi, Chang Chun Lu Street, Chuan Ying District, Jilin City, Jilin Province, China c) Type of Company: Limited liability company (wholly owned by foreign invested enterprise legal person) d) Established Date: 26th Aug, 2015 e) Operating period: Long period f) Legal representative: Mr. Zheng Guozhen g) Registered Capital: 10 million RMB h) Shareholders: Waters Years Technology (Shenzhen) Co., Ltd. I ) Business Scope: The planting and sales of fruit trees (not including production and sales of seed), Management and consultation of company and product information, Image design and marketing plan for the company, the convention and exhibition services; the sale of housing agency services, housing rental agent services; hardware products, electronic products, office equipment, packaging materials, handicrafts, cosmetics, agricultural and sideline products, communication products, building materials (excluding wood), jewelry, clothing, textiles and household products, toys, pre packaged food and bulk food and health care products, stationery, decorative materials (excluding paint), computer and auxiliary equipment, car sales; Plant of blueberries and berry. (Items requiring approval of relevant authorities by law can only be carried out after getting the required approval.)

4.3 Company’s Operation

Jilin Waters Years Agriculture Science and Technology Co., Ltd. is an agriculture research and production company. JWY has been in operation since 2015 and is considered by the management to have sufficient industry experience to continue operating at its current level. The management of JWY has planned to expand its business by strengthening the product development, improving production quality 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 Information Memorandum.

Page 9 to Page 12 below provide a few pictures of the operating company’s outfit.

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SECTION 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 The company is a limited liability company incorporated in the British Virgin Islands on 13th April, 2017. The company ultimately owns 100% stock of China's operating entity company, Jilin Waters Years Agriculture Science and Technology Co., Ltd. The company has issued a total of 683 million 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 DCSX Listing Adviser (LAD) by DCSX. The company has appointed it as Listing Adviser (LAD) under the Listing Rules of DCSX. The 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 Adviser (LAD), Shanghai Chu Cheng Investment Management Co., Ltd to achieve the best accuracy of the information in the IM. Shanghai Chu Cheng Investment Management Co., Ltd shall not take any responsibility for the authenticity of the information mentioned in the memorandum; it also shall not take any responsibility for the accuracy or completeness of any information (financial, legal or other information) contained in the memorandum. What’s more, it does not have any commitment, declaration, approval, certification or guarantee of any information in the memo.

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 a further 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 the 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 51.2% 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 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.

13 The 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. The 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 the brokers. The trading of securities shall comply with the Articles of the company and any restrictions, which are otherwise applicable to the shares 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 stockholders.

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.

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 the Information Memorandum about this listing should be dealt with by the company's registered office or at the Listing Adviser’s office.

14 SECTION 6: Business Overview

6.1 Executive Summary

Jilin Waters Years Agricultural Science and technology limited company (hereinafter referred to as JWY) is a high-tech private enterprise, which combines technology application research and promotion. Its main business is: the production and sales of agricultural products, agency business of deep-processing blueberry and Schisandra products. Company products cover Liaoning province, Jilin province, Heilongjiang province and many other regions. The company adheres to the principle that: customer demand is the guide. In addition, it relies on the development and promotion of science and technology, and keeps opening markets around China. What’s more, the mission of the company is to lead, apply, and disseminate the modern agricultural technology, and to create a "healthier China". The company fully integrates the advantages of local resources and market advantages, and constantly improves the production process, and continuously promotes product development and upgrading, and constantly expands the marketing network and brand influence, and continuously improves product after-sales service capabilities.

6.2 Our Products and Services

The main products the company has now put on the market are: （1）Blueberry Powder（Z） （2）Blueberry Juice Sugar(Z) （3）Blueberry Liquid Drink - White Sugar (Purple) （4）Schisandra Wine（Z）750 （5）Schisandra Wine（Z）375

See pictures below:

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6.3 Our Marketing Strategy and Technical Service System

Currently, we sell the company’s products mainly through our related party franchised “experience stores” around China. The sales tactic / pattern of Jilin Waters Years Agriculture Science and Technology Co., Ltd is thru franchised stores.

The franchised “experience stores” help the company dig out the service function and value idea of franchised stores. Taking these points as the sourcing point, the company increasingly spreads the enterprise culture, the brand strategy, and the market tactics. With consumers becoming more mature and rational and the homogenization of the products, the appeal of efficacy only is unable to meet consumers’ demand. Franchised stores help the company increase confidence, reputation and customer loyalty, continue to provide value-added services to consumers, penetrate the brand value and interest gradually, and make the consumers feel the profound humanistic care of the company. Now Jilin Waters Times Agriculture Science and Technology Co., Ltd. has opened franchised experience stores in Liaoning province, Jilin province, and Heilongjiang province to serve the local sales.

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6.4 Products’ Supplier and Main Cooperation Organization

The product supplier is: Jilin Yun Shang Health Foods Co., Ltd suggest to explain a bit more about the fact that this one is the product supplier and not JWY itself. If not it is confusing. How does that work ?

The main cooperation organizations include: An Yu Wang Ming Chang Fu Agriculture Development Co., Ltd Ji’an Emperor Merioneth Brewing Co., Ltd China Postal Express & Logistics Group DEPPON Logistics Co., Ltd etc. suggestion to maybe in very short words describe what each of these entities “cooperates” with. What do they provide JWY with ?!

6.5 Development Strategy

The company’s future development strategies include: increase the sales amount and net profit dramatically, strengthen the product R&D and gain more patents, improve and expand product lines, cover the whole country with our products by promoting marketing, and increase the brand reputation.

6.6 Permit and Licenses

Jilin Waters Years Agriculture Science and Technology Co., Ltd. and its directly and indirectly owned subsidiaries have all the permit and licenses required to engage in the business at hand, including:

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Business License

(Duplicate copy) Uniform social credit code: 91220214356847966G a) Company Name: Jilin Waters Years Agriculture Science and Technology Co., Ltd. b) Type of Company: Limited liability company (wholly owned by foreign invested enterprise legal person) c) Domicile: No.2 Huanxi, Chang Chun Lu Street, Chuan Ying District, Jilin City, Jilin Province, China d) Legal Representative: Zheng Guozhen e) Registered Capital: 10 million RMB f) Date of Establishment: 26th Aug, 2015 g) Operating Period: Long period h) Business Scope: The planting and sales of fruit trees (not including production and sales of seed), Management and consultation of company and product information, Image design and marketing plan for the company, the convention and exhibition services; the sale of housing agency services, housing rental agent services; hardware products, electronic products, office equipment, packaging materials, handicrafts, cosmetics, agricultural and sideline products, communication products, building materials (excluding wood), jewelry, clothing, textiles and household products, toys, pre packaged food and bulk food and health care products, stationery, decorative materials (excluding paint), computer and auxiliary equipment, car sales; Plant of blueberries and berry. (Items requiring approval of relevant authorities by law can only be carried out after getting the required approval.)

issued by Jilin Supervisory Authority of Industrial and Co mmercial Administration and Quality Technology on 5th June, 2017 Annual report announcement shall be made during the period from 1st January to 30th June.

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Food Production License

19 a) Producer Name: Jilin Waters Years Agriculture Science and Technology Co., h) License Ltd. Number: b) Social Credit Code: 91220214356847966G JY12202040065 (Identity Card Number) 230 c) Legal representative(Person in Charge): Zheng Guozhen i) Daily Supervision and Management Organization: No.3 Regulatory Department, Chuanying Branch Office j) Daily Supervisors: Dong Shouli, Xu Zhi k) Complain Call: 12331 l) License Issuing Authority; Food and Drug Administration of Jilin, Chuanying Branch Office

m) Issuer: Song Qian

5th May, 2017

d) Domicile: No.2 Huanxi, Chang Chun Lu Street, Chuan Ying District, Jilin City, Jilin Province, China e) Production Address: No.2 Huanxi, Chang Chun Lu Street, Chuan Ying District, Jilin City, Jilin Province, China f) Main Body: Food seller and operator g) Operation Items: sales of unpacked (including freeing and frozen) food, sales of pre-packed (including freeing and frozen) food Valid till 24th May, 2022

Food Production License Instruction 1. “Food Production License” is the legal certificate for food, (Duplicate copy) food addictive producer to get the production approval.

20 a) Producer Name: Jilin Waters Years 2. “Food Production License” can be divided into original copy Agriculture Science and Technology Co., and duplicate copy. They have the same legal force. The Ltd. original copy should be hung or put in the distinctive location b) Social Credit Code: 91220214356847966G of the production place. (Identity Card Number) 3. “Food Production License” cannot be forged, altered, c) Legal representative (Person in Charge): destroyed, rented, lent, or illegally transfer in other form. Zheng Guozhen 4. The food producer should carry out production actives within d) Domicile: No.2 Huanxi, Chang Chun Lu the permission scope. Street, Chuan Ying District, Jilin City, Jilin 5. The food producer should allow the Supervision and Province, China Management Organizatuion to supervise and manage. e) Production Address: No.2 Huanxi, Chang 6. The food producer should apply to alter the Food Production Chun Lu Street, Chuan Ying District, Jilin City, License if the productive item is changed. Jilin Province, China 7. The food producer should apply to extend the Food f) Main Body: Food seller and operator Production License to the original license Issuing Authority 30 g) Operation Items: sales of unpacked (including days before the expiry date. freeing and frozen) food, sales of pre-packed (including freeing and frozen) food i) Daily Supervision and Management Organization: No.3 Regulatory Department, Chuanying Branch Office j) Daily Supervisors: Dong Shouli, Xu Zhi Valid till 24th May, 2022 k) Complain Call: 12331 l) License Issuing Authority; Food and Drug Administration of Jilin, Chuanying branch office m) Issuer: Song Qian 5th May, 2017

6.7 Related Parties

According to the “National Enterprise Credit Information Publicity System”: http://www.gsxt.gov.cn/index.html belonging to the National Administration for Industry and Commerce of People's Republic of China, till June 20, 2017, Jilin Waters Years Agriculture Science and Technology Co., Ltd. does not have any related party.

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SECTION 7: Company Advantages and Investment Highlights

7.1 Strong product development capabilities and a wealth of product line.

The company has a strong product research and development capability and a wealth of product line.? Maybe provide a bit more detail on what is in the product line (to be developed ?) It is committed to the development and production of deep-processing (what is deep-processing?) blueberry products. The company currently has many products, including Blueberry Powder, Blueberry Juice Sugar, Blueberry Liquid Drink - White Sugar (Purple), Schisandra Wine（Z） and Blueberry ??. Also it will continue to develop and supply other products, which include low-sugar and no-sugar deep-processing blueberry products.

7.2 Advanced production technology and equipment

The company's product supplier: An Tu Wang Min Chang Fu Agricultural Development Co. Ltd (this a different product supplier again from the one mentioned under 6.4 above . What does each product supplier supply. And then what exactly does JWY do itself ? has a professional R & D team. It forms research and development cooperation with Jilin Agricultural University to keep improving and continuing the technological upgrading and new product development. The company currently has some advanced research and development techniques and patents including micro-propagation technology, immunization against bacteria technology, the anthocyanin extraction and purification patent, and blueberry liquor patent. The company will continue to introduce advanced foreign production technology and equipment at home and abroad to continuously improve the company's production capacity and production technology of international competitiveness.

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7.3 Advantages of logistics and sales supporting system

The company has a good logistics and sales supporting system. The company's main cooperation organizations include specialized logistics companies China Post Group and DEPPON Logistics Co., Ltd. They provide a full range of logistics insurance for the company's products. The company also has obvious advantages in its sales supporting system. Currently Jilin Waters Years Agriculture Science and Technology Co., Ltd. has many franchised stores which introduce professional sales talents and offer service in Liaoning Province, Jilin province and Heilongjiang province. Based on the Northeast market, the company vigorously expands the national business. As a result, our products can quickly occupy a place in the high-end health care products market of China, and provide consumers with more and better high-end health care products and services. Not very clear why and this is the first time that the products are now described as healt care products ??

7.4 Advantages of location and raw material

The plantations of our company’s blueberry products are in Liaoning province, Jilin province and Shandong province. These places have a wide range of acid soil and contain a high content of organic matters in the soil, which provide unique and good conditions for the plantation of blueberries. After 10-year study about the blueberry breeding with Jilin Agricultural University, we have found various blueberry types with excellent and strong cold resistance ability. For instance, in Liaoning province and Jilin province, the blueberries cultivated are mainly low-bush blueberries and half-high blueberries. On Jiaodong peninsula of Shandong, we plant half-high blueberries; northern high-bush blueberries and rabbit eye blueberries. High quality natural resources provide strong guarantee to the blueberry production. And have all these types been proved to be good against getting a cold? Is that what is meant here ? Then it should be explained a bit more maybe.!!

Especially in the blueberry plantations in three northeastern provinces, the natural environment and social environment (what do you mean with social …..) are very good. These places fit the necessary conditions for planting blueberries. One advantage is that the PH data of acidic soil should be between 4.3 and 5.5, the other is the period of the temperature below 7.2 degrees in winter must be over 300 hours. In fact, most blueberry types require even 500 to 800 hours of temperature below 7.2 degrees. And what temperature and how many hours do the blueberries in this region get ? What’s more, the blueberries produced in these areas are rich in protein, anthocyanin, vitamin, biologically active ingredient, edible fiber, as well as mineral elements like K, Fe, Zn, Ca. Long-term consumption of blueberries is beneficial to human health.

In addition, the plantation bases of the company’s Schisandra products are in Ji'an. The climate there is richly endowed by nature: Aging mountains from northeast to southwest form a huge natural barrier against the cold wind, making the warm and humid maritime airstream blow along the Ya Lu River, forming high-quality climate zones in Lingnan of Ji'an. In Lingnan, the climate is mild, the temperature changes a lot during day and night, the sunshine and the frost-free periods are long. These facts provide favorable conditions to increase the sugar in Schisandra, and provide the material guarantee for the quality of Schisandra wine brewing.

The raw material base of the company’s Schisandra wine products is the only certified “ National Organic Schisandra Planting Base”. The Schisandras produced there have a high content of polysaccharide, and they can promote the synthesis of hepatic glycogen. Long-term consumption of Schisandra is beneficial to human health, protects liver, promotes metabolism, adjusts nerve system, and enhances the function of immune system. Thus, the high-quality natural resources in Jin’an provide strong protection for the company's agricultural products.

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SECTION 8: Directors and Senior Management

Board Of Directors

Director Name Position

Mr. Chen Shoubiao Executive Director/ Executive Chairman

Mr. Zheng Guozhen Executive Director

Mr. Wang Gang Executive Director

Ms. Hu Xueyan Executive Director

Ms. Hu Wenxia Executive Director

Mr. Dong Shaonan Independent Non-Executive Director

Mr. Liu Wei Independent Non-Executive Director

Mr. Chen Shoubiao Executive Director / Executive Chairman

Mr. Chen Shoubiao is the Executive Director, Executive Chairman, and the General Manager of the company. Mr. Chen graduated from Daqing Petroleum College, and majored in Measuring Techniques and Machine. 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. Chen Shoubiao, aged 31, is a resident of China. His address is: Room1601, Buliding17, Yong Qing Yu Feng Xi Garden, , Jilin City, Jilin Province, China.

After graduating, he worked in food industry for 14 years. Thus, he is experienced in food production, quality management, research and development, factory management.

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Mr. Zheng Guozhen Executive Director

Mr. Zheng Guozhen is the Executive Director of the company. Mr. Zheng graduated from Northeast Normal University, and majored in Economy. He worked as the educated youth in Yongji County, Jilin Railway Sub Bureau, No.40 Army, Jilin Railway Sub Bureau Industrial and Trading Company respectively.

Mr. Zheng Guozhen, aged 64, is a resident of China. His address is: Street 41-3-14,, Jilin City, Jilin Province, China.

Mr. Wang Gang Executive Director

Mr. Wang Gang is the Executive Director of the company. Mr. Wang graduated from Xi’an Advanced Aviation Skill College, and majored in Mechatronics. He worked for Jilin Xin Ke Qi Ecommerce Co., Ltd, Ke Ti (China) Daily Necessities Co., Ltd, Shanghai Spring House Biological Products Co., Ltd, San Sheng (China) Health Industry Co., Ltd, Tian Shi Group (Jilin branch), Suzhou Shi Hua Management & Consulting Co. Ltd respectively.

Mr. Wang Gang, aged 34, is a resident of China. His address is: Civil Affairs Commission, Yan Jiang Street, Ning Jiang District, Jilin City, Jilin Province, China.

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Ms. Hu Xueyan Executive Director

Ms. Hu Xueyan is the Executive Director of the company. Ms. Hu graduated from Jilin Engineering Institute, and majored in chemical engineering. She worked for PetroChina Co, Ltd, AVON (China) Co., Ltd, Jilin Xin Ke Qi Ecommerce Co., Ltd respectively. After graduating, she worked in training job for 15 years. Thus, she is experienced in training employees.

Ms. Hu Xueyan, aged 43, is a resident of China. Her address is: No. 2-8-128, Xindi Street, Changyi District, Jilin City, Jilin Province, China.

Ms. Hu Wenxia Executive Director

Ms. Hu Wenxia is the Executive Director of the company. Ms. Hu graduated from Mechanical Engineering College, and majored in Industrial Enterprise Electrical Technology. She worked for Tianjin Camera Company, Tianjin Shun Jia Energy Conservation and Environmental Protection Science and Trade Company, Ping An Insurance Company, Hongkong An Ge pharmaceutical Company, Jilin Xin Ke Qi Ecommerce Co., Ltd respectively.

Ms. Hu, aged 52, is a resident of China. Her address is: No.411, Gate 2, Block 19, Lucy Mount Lane, Lucy Mount Rd, Zhanggui Village, Dongli District, Tianjin, China.

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Mr. Dong Shaonan Independent Non-Executive Director

Mr. Dong Shaonan is the Independent Non-Executive Director of the company. Mr. Dong graduated from Hei Long Jiang Business College, and majored in Financial Management. He was awarded the title of Ten Outstanding Young People in Jilin Province. When he worked as the deputy general manager and the comprehensive development manager in Ping An Property Insurance Company (Songyuan branch), he pioneered in the comprehensive development of Ping An insurance system and made outstanding contributions to channel sales. He worked for Jilin Songyuan Government, Ping An Property Insurance Company, Tian Shi Group, Jin Mu Group respectively, and now he works in Jilin Xin Ke Qi Electronic Commerce Co., Ltd.

Mr. Dong Shaonan, aged 44, is a resident of China. His address is: No 3, Mingzhu Street, , Songyuan City, Jilin Province.

Mr. Liu Wei Independent Non-Executive Director

Mr. Liu Wei is the Non-Executive Director of the company. Mr. Liu graduated from Jilin Normal University, and majored in Psychology. He has the National Senior Nutritionist Certificate. He worked for The Administration Committee of Economic and Technological Development Zone, Tian Shi Group, The Yellow River Dragon Culture Communication Organization, Southwest Huacui Education, Weihai Xiu Sheng Culture Development Co., Ltd, Jilin Xin Ke Qi Ecommerce Co., Ltd respectively.

Mr. Liu Wei, aged 42, is a resident of China. His address is: Room 1009, Unit 3, Block 66, Glorious East Estate, Economic Development Zone, Changchun City, Jilin Province, China.

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Senior Management

Name Position Mr. Cheng Shoubiao CEO Mr. Zheng Guozhen General Manager Mr. Wang Gang Marketing Director Ms. Hu Xueyan Training Director Ms. Hu Wenxia Trade Merchant Inviting Director

Mr. Chen Shoubiao CEO

Mr. Chen Shoubiao is the Executive Director, Executive Chairman, and CEO of the company. Mr. Chen graduated from Daqing Petroleum College, and majored in Measuring Techniques and Machine. 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. Chen Shoubiao, aged 31, is a resident of China. His address is: Room1601, Buliding17, Yong Qing Yu Feng Xi Garden, Fengman District, Jilin City, Jilin Province, China.

Mr. Zheng Guozhen General Manager

28 Mr. Zheng Guozhen is the General Manager of the company. Mr. Zheng graduated from Northeast Normal University, and majored in Economy. He worked as the educated youth in Yongji County, Jilin Railway Sub Bureau, No.40 Army, Jilin Railway Sub Bureau Industrial and Trading Company respectively.

Mr. Zheng Guozhen, aged 64, is a resident of China. His address is: Street 41-3-14,Changyi District, Jilin City, Jilin Province, China.

Mr. Wang Gang Marketing Director

Mr. Wang Gang is the Marketing Director of the company. Mr. Wang graduated from Xi’an Advanced Aviation Skill College, and majored in Mechatronics. He worked for Jilin Xin Ke Qi Ecommerce Co., Ltd, Ke Ti (China) Daily Necessities Co., Ltd, Shanghai Spring House Biological Products Co., Ltd, San Sheng (China) Health Industry Co., Ltd, Tian Shi Group (Jilin branch), Suzhou Shi Hua Management & Consulting Co. Ltd respectively.

Mr. Wang Gang, aged 34, is a resident of China. His address is: Civil Affairs Commission, Yan Jiang Street, Ning Jiang District, Jilin City, Jilin Province, China.

Ms. Hu Xueyan Training Director

Ms. Hu Xueyan is the Training Director of the company. Ms. Hu graduated from Jilin Engineering Institute, and majored in chemical engineering. She worked for PetroChina Co, Ltd, AVON (China) Co., Ltd, Jilin Xin Ke Qi Ecommerce Co., Ltd respectively. After graduating, she worked in training job for 15 years. Thus, she is experienced in training employees.

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Ms. Hu Xueyan, aged 43, is a resident of China. Her address is: No. 2-8-128, Xindi Street, Changyi District, Jilin City, Jilin Province, China.

Ms. Hu Wenxia Trade Merchant Inviting Director

Ms. Hu Wenxia is the Trade Merchant Inviting Director of the company. Ms. Hu graduated from Mechanical Engineering College, and majored in Industrial Enterprise Electrical Technology. She worked for Tianjin Camera Company, Tianjin Shun Jia Energy Conservation and Environmental Protection Science and Trade Company, Ping An Insurance Company, Hongkong An Ge pharmaceutical Company, Jilin Xin Ke Qi Ecommerce Co., Ltd respectively.

Ms. Hu, aged 52, is a resident of China. Her address is: No.411, Gate 2, Block 19, Lucy Mount Lane, Lucy Mount Rd, Zhanggui Village, Dongli District, Tianjin, China.

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SECTION 9: Financial Statements

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* Section 9 all quotes the “Independent Auditor’s Report” issued by Shanghai Jialiang CPAs Limited, Member of Russell Bedford International

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SECTION 10: Material Contracts

10.1 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 as follows.

10.1.1 Supply Contract

Upon confirmation of Jilin Waters Years Agriculture Science and Technology Co., Ltd, the company and Jilin Yun Shang Health Foods Co., Ltd signed a " Supply Agreement". Both parties have reached an agreement on Jilin Yun Shang Health Foods Co., Ltd supplying goods to Jilin Waters Years Agriculture Science and Technology Co., Ltd. and the related matters about supply: Jilin Waters Years Agriculture Science and Technology Co., Ltd authorize Jilin Yun Shang Health Foods Co., Ltd to be the good supplier, and buy goods including: Blueberry Powder（Z）, Blueberry Juice Sugar(Z), Blueberry Liquid Drink - White Sugar (Purple), Schisandra Wine（Z）750, Schisandra Wine（Z）375 from Jilin Yun Shang Health Foods Co., Ltd. Again there has to be a clearer description of what the goods supplied to JWY are. And what does JWY do with that. Who does what ?

10.1.2 Logistics Contract

Upon confirmation of Jilin Waters Years Agriculture Science and Technology Co., Ltd, the company and China Post Express Logistics Co., Ltd signed an " Express Service Contract". Both parties have reached an agreement on China Post Express Logistics Co., Ltd supplying express service to Jilin Waters Years Agriculture Science and Technology Co., Ltd. and the related matters about the service: The company authorizes China Post Express Logistics Co., Ltd to be an express delivery service supplier, and China Post Express Logistics Co., Ltd offers logistics service to the company. (It our understanding correct that China Post transports the final products for sale to the franchise outlets ?

Upon confirmation of Jilin Waters Years Agriculture Science and Technology Co., Ltd, the company and DEPPON Logistics Co., Ltd signed an " Express Service Contract". Both parties have reached an agreement on DEPPON Logistics Co., Ltd supplying express delivery service to Jilin Waters Years Agriculture Science and Technology Co., Ltd. and the related matters about the service: The company authorizes DEPPON Logistics Co., Ltd to be an express delivery service supplier, and DEPPON Logistics Co., Ltd offers logistics service to the company.

10.2 Material Tort Debt According to the company's confirmation, the company does not exist due to environmental protection, intellectual property rights, product quality, production safety and labor protection and other reasons for the infringement of debt.

10.3 Other Receivables and Payables According to the relevant information provided by the Company, the "Audit Report", other receivables and other payables of the Company are legal and valid due to normal production and business activities.

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SECTION 11: Risk Factors and Litigation

Investments

Investing involves certain risk considerations including currency fluctuations, lack of liquidity and price volatility of the stock markets, government involvement in and influence on the private sector, political and economic factors, leverage and other factors which might adversely affect the Company 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, which may be encountered. Accordingly, potential investors are advised to consult their financial advisors before buying any Shares of the company.

General The transactions in which the Company generally will engage may involve trading risks. Growing competition in the financial markets as well as the development of sophisticated technology that is able to discover investment opportunities more rapidly may limit the ability to take advantage of opportunities in rapidly changing markets. No assurance can be given that the company strategy employed will be successful or that shareholders will realize net profits on their respective investments.

Markets There may be no established or recognized market for some or all of the Company’s investments. In other cases, any market may be relatively small and/or poorly developed. The prices of investments may not be published and may not be readily ascertainable from any independent source. Not only may this result in illiquidity of investments held by the Company, but also in difficulties in ascertaining their value .

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

Credit risk and default risk The Company could lose money if the issuer or the grantor of a fixed income security, or the counter party to a repurchase agreement does not make timely payments or honors its obligation. Debt instruments are subject to varying degrees of credit risks, which are reflected in credit ratings. Debt instruments in the Company’s portfolio may range in credit from unrated to “AAA” and other investment- grade debt.

5060 Distressed assets The Company may invest in distressed companies which are experiencing significant financial or business difficulties. The Company may lose a substantial portion or all of its investment in a distressed environment or may be required to accept cash or securities with a value less than the Company’ investment. The ability to enforce and collect obligations against foreign sovereign nations may be uncertain and may be affected by world events, changes in foreign policies and other economic and political factors outside the control of the Company. Without limitation, these factors may include a downturn in the economies of the developing countries in which the investments are issued, changes in government policies, changes in taxation, the introduction of currency repatriation restrictions and other developments in the laws or regulations of such countries, all of which may adversely affect the servicing and ultimate repayment and thus the value of the investments. In addition, the legal and settlement risk of investments in the markets of developing countries may be greater than in more organized and established markets in developed countries.

Special situations The Company may invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies and similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, will take considerable time or will result in a distribution of case or a new security the value of which will be less than the purchase price to the Company of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Company may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which the Company may invest, there is a potential risk of loss by the Company of its entire investment in such companies.

Institutional risks Institutions such as brokerage firms and banks will have custody of the assets of the Company. Such firms may encounter financial difficulties which impair the operating capabilities or the capital position of the Company.

Exchange rate fluctuations The Company’s accounts are denominated in Euros. Investments of the Company may be in currencies other than the Euro, such as the US Dollar. Similarly, certain expenses of the Company, including organizational, offering and operating expenses and the fees of the Management and service providers, may be incurred in currencies other than the Euro. Accordingly, the Company is at risk and liable for any gain or loss incurred as a result of exchange rate fluctuation, when such investments are realized or when such expenses are paid. Thus, shareholders -indirectly- bear the risk of exchange rate fluctuations in respect of any purchase of Shares. The Company may, but is not obliged, to employ a currency hedge overlay program.

Concentration of Investments The Company’s assets may not generally be as diversified as other companies. Accordingly, the Company’s investments may be subject to more rapid changes in value than would be the case if the Company was required to maintain a wide diversification among countries and industries. Accordingly, the Company’s assets may be more susceptible to any single economic, political or regulatory

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Substantial fees and expenses The fees and expenses to which the Company will be subject can be substantial. The Company will therefore be required to make significant investment of profits in order to avoid depletion or exhaustion of its assets.

Absence of Regulatory Supervision

Since the Company is exempt from supervision, there will not be any restrictions imposed on the Company’s trading and investment choices (other than those set out in this document), nor will the activities of the Company be monitored on a regular basis. In addition, the Shares are not registered under the Securities Act, and the Company is not registered under the Investment Company Act. Investors therefore, will not be accorded the protective measures provided by such legislation.

Litigation

The Company might be named as a defendant in a lawsuit or regulatory action stemming from the conduct of its business and the activities of an Investment Manager. In the event such litigation were to occur, the Company would bear the costs of defending against it and be at further risk if the defense in the litigation were unsuccessful. It should be noted that the Investment Manager and Management have consulted with lawyers, accountants and other experts regarding the formation of the Company. Such personnel are accountable to the Company only and not to shareholders themselves. Each prospective investor should consult his own legal, tax and financial advisors regarding the desirability of 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 ADVISERS ON THE POSSIBLE TAX CONSEQUENCES OF BUYING, HOLDING, SELLING OR TRANSFERRING SHARES UNDER THE LAWS OF THEIR COUNTRY OF CITZENSHIP, RESIDENCE OR DOMICILE

The foregoing factors are not exhaustive and do not purport to be a complete explanation of all the risks and considerations involved in investing in the Company. In particular, the Company's performance may be affected by changes in market conditions, and legal, regulatory and tax requirements. The Company will be responsible for paying the fees, charges and expenses referred to in this document regardless of the level of profitability.

Prospective future investors should be aware that the value of the Company’s assets and the return derived from them may fluctuate. It should be noted that past performance is not necessarily a guide to future performance and as a result the price of shares and the amount of income distributed or accumulated thereon may go down as well as up.

The Shares of the Company are suitable for purchase only by sophisticated investors who have a limited need for liquidity, for which an investment in the Company would not constitute a complete investment program and which fully understand, are willing to assume and have the financial resources necessary to withstand the risks involved in the Company’s investment program, and which are able to bear the potential loss of their entire investment. Prospective investors should maintain investment holdings with risk characteristics different than the Company’s. Potential investors who are in any doubt as to the risks involved in investment in the Company are recommended to obtain independent financial advice before making an investment.

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The company’s litigation, arbitration or administrative penalties

According to the “China Judgement Online”： http://wenshu.court.gov.cn/. Till June 19, 2017, Jilin Waters Years Agriculture Science and Technology Co., Ltd. does not have any litigation record.

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SECTION 12: Definition of Abbreviations

“The Company” Means, Waters Years Holdings Group Limited (BVI: 1942431), a company incorporated in British Virgin Island and having its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, which is a holding company that indirectly controls 100% shares of Jilin Waters Years Agriculture Science and Technology Co., Ltd.

“JWY” Means, Jilin Waters Years Agriculture Science and Technology Co., Ltd. a company registered in PRC and having its registered address at No.2 Huanxi, Chang Chun Lu Street, Chuan Ying District, Jilin City, Jilin Province, China with 100% of its shares indirectly controlled by The Company;

Means, The Dutch Caribbean Securities Exchange. “DCSX”

Means, the BVI Business Companies Act, 2004 (No. 16 of 2004) including "ACT" any modification, extension, re- enactment or renewal thereof and any regulations made there under;

IFRS Means, International Financial Reporting Standard, It is the Global Standards for the world economy

LAD Means, Listing advisor

“ CNY" Means, Chinese Yuan, used in international contexts – the ISO 4217 standard code for the Chinese currency- Renminbi;

"Group" Means, The Company, Waters Years Holdings Group Limited;

"Listing Rules" Means, the Listing Rules of the DCSX;

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June 20, 2017

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