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Information Memorandum for the Listing of Rui Long Yi Da Commerce Group Limited

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Information Memorandum for the Listing of Rui Long Yi Da Commerce Group Limited Dutch Caribbean Securities Exchange, Listing Advisor 荷兰加勒⽐证券交易所上市保荐机构 Information Memorandum For the Listing of Rui Long Yi Da Commerce Group Limited Incorporated under the laws of BVI Business Companies Act, 2004 (No. 16 of 2004) on November 15th, 2017 with BVI Company Number 1961060 www.chinacccg.com 0 Table of Contents 1. Summary of Certain Defined Terms ....................................................................................................... 2 2. Important Information and Notices ......................................................................................................... 3 3. Issuer and the List of Institutions Related to the Listing ........................................................................ 6 4. Company Overview ................................................................................................................................ 7 4.1 Business Structure ................................................................................................................................................ 7 4.2 About the Company ............................................................................................................................................. 8 4.3 Company’s Operation .......................................................................................................................................... 8 5. Terms of the Issuance and Investment Overview ................................................................................. 10 6. Business Overview ................................................................................................................................ 12 6.1 Executive Summary .......................................................................................................................................... 12 6.2 Products and Services ....................................................................................................................................... 12 6.3 Marketing Strategy ........................................................................................................................................... 15 6.4 Development Strategy ....................................................................................................................................... 15 6.5 Business Partners .............................................................................................................................................. 16 6.6 Permit and License............................................................................................................................................ 17 6.7 Related Parties .................................................................................................................................................. 20 6.8 Main Competitors ............................................................................................................................................. 24 7. Company Advantages and Investment Highlights ................................................................................ 26 7.1 Potential Market Demand ................................................................................................................................... 26 7.2 Good Brand Reputation ...................................................................................................................................... 26 7.3 Quality Product Supply ...................................................................................................................................... 26 7.4 Efficient Cooperation Structure .......................................................................................................................... 26 7.5 Stable Operating Income .................................................................................................................................... 26 7.6 Promotion with Fidelity ...................................................................................................................................... 26 8 Directors and Senior Management ............................................................................................................ 27 9 Financial Statements .................................................................................................................................. 32 10 Material Contract and Agreement .............................................................................................................. 36 11 Risk Factors and Litigation ........................................................................................................................ 37 1 1. Summary of Certain Defined Terms “The Company / RL” Rui Long Yi Da Commerce Group Ltd. (BVI Company Number: 1961060), a company incorporated in BVI and having its registered address at the offices of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, is the holding company that indirectly controls 100% shares of Jilin Rui Yi Sheng Trading Co., Ltd. “RYS” Jilin Rui Yi Sheng Trading Co., Ltd., a company registered in PRC and having its registered address at No.7-1, 4th Road, Xiamen Street, High-tech District, Jilin City, Jilin Province, China, with 100% of its shares indirectly controlled by the Company. “DCSX” The Dutch Caribbean Securities Exchange. “ACT” The BVI Business Companies Act, 2004 (No. 16 of 2004) including any modification, extension, re-enactment or renewal thereof and any regulations made thereunder. “IFRS” International Financial Reporting Standards, the set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements. “LAD” Listing Advisor. “Chu Cheng Capital” Shanghai Chu Cheng Investment Management Co. Ltd. “Listing Rules” The Listing Rules of the DCSX. 2 2. Important Information and Notice Dear investors, This Information Memorandum for listing has been approved by Rui Long Yi Da Commerce Group Ltd. (BVI Company Number: 1961060, “the Company”). The sole purpose of this Information Memorandum is to list the presently outstanding shares on the Dutch Caribbean Securities Exchange N.V. (“DCSX”) in Curacao (Dutch Caribbean). Curacao is a country within the Kingdom of the Netherlands. The listed shares will be replaced on a one to one basis by listed Depository Receipts (DR) upon completion of the official issuance of such DR in full accordance with the legal and procedural requirements of the issuance and listing of such DR as demanded by the DCSX. This Information Memorandum does not contain all the information that a future investor should consider before investing. Potential investors should not regard the content of this Information Memorandum as a suggestion on legality, taxation, finance and so on, or as a relevant instruction or advice for the subscription, purchase, holding or disposition of the securities. Every potential investor should consult his or her independent professional advisor to evaluate the strengths and risks of investing in the Company. You and your advisors must rely on your investigations about the Company's stocks and listing clauses to assess the advantages and risks. This Information Memorandum does not constitute or form any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe to any securities. In any jurisdictions, it should not form or rely on any part of this Information Memorandum, or the publication of the facts as the incentives to sign any contract. This Information Memorandum may be revoked at any time before the proposed listing, and it is especially subject to the terms of this Information Memorandum. This document intends to allow future investors to consider the relevant information and should only be used for this purpose. The Company may consider future (initial) public offering. More information shall be available to investors when the Company gets to that stage. The Company expressly reserves the right to reject any or all of the tender offer or investment in its sole discretion, and at any time to notify any potential investor to terminate the discussion. Also, the Company certainly reserves the right to revoke, supplement, alter, modify, sort, or reduce the scope of the document and its subject under the rules and regulations of the DCSX. This Information Memorandum contains forward-looking statements concerning plans, objectives, goals, strategies presented by the Company in the form of projections or expectations of revenues, income (or loss), earnings (or loss) per share, or other financial projections. These statements include the words such as “'believe”, “estimate”, “expect”, “intend”, “may”, “will”, “shall”, “may”, or “should” and other expressions of similar nature, and they address matters that involve risks and uncertainties. Forward-looking statements are based on an assessment of the economic developments, operating conditions, and certain assumptions regarding the future events and actions that are current views of the Company and/or the Directors as of the date of this Information Memorandum. As a result, these forward-looking statements are not guarantees of future performance, and many known and unknown risks, unexpected uncertainties, assumptions and other important factors other than the Company, the Directors and the Management of the Company could cause actual results to differ materially from those expressed
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