-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VVf4wTEQy/DTvklwEvNCQG5A9mJGQNYg3a7//2GDYG+taw71d74EzcakeGwIijPM u41d7UWxbDRjnwpo7dP1DQ== 0001204459-11-000254.txt : 20110131 0001204459-11-000254.hdr.sgml : 20110131 20110131164853 ACCESSION NUMBER: 0001204459-11-000254 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20110131 DATE AS OF CHANGE: 20110131 GROUP MEMBERS: XIAOLEI LIANG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Forestry Industry Group, Inc. CENTRAL INDEX KEY: 0001373683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 205408832 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83825 FILM NUMBER: 11560031 BUSINESS ADDRESS: STREET 1: JUN YUE HUA TING, BUILDING A STREET 2: 3RD FLOOR, UNIT -1, 58 XIN HUA ROAD CITY: GUIYANG, GUIZHOU PROVINCE STATE: F4 ZIP: 550002 BUSINESS PHONE: 86 851-552-0951 MAIL ADDRESS: STREET 1: JUN YUE HUA TING, BUILDING A STREET 2: 3RD FLOOR, UNIT -1, 58 XIN HUA ROAD CITY: GUIYANG, GUIZHOU PROVINCE STATE: F4 ZIP: 550002 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX ENERGY RESOURCE CORP DATE OF NAME CHANGE: 20080812 FORMER COMPANY: FORMER CONFORMED NAME: EXOTACAR, INC. DATE OF NAME CHANGE: 20060823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Violet Phoenix Ltd CENTRAL INDEX KEY: 0001506677 IRS NUMBER: 000000000 STATE OF INCORPORATION: Y0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: EQUITY TRUST CHAMBERS, P.O. BOX 3269 CITY: APIA STATE: Y0 ZIP: 00000 BUSINESS PHONE: (86) 136-8883-3723 MAIL ADDRESS: STREET 1: EQUITY TRUST CHAMBERS, P.O. BOX 3269 CITY: APIA STATE: Y0 ZIP: 00000 SC 13D 1 sch13d.htm SCHEDULE 13D China Forestry Industry Group, Inc: Schedule 13D - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d -1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240-d-2(a)

CHINA FORESTRY INDUSTRY GROUP, INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

16940J 107
(CUSIP Number)

Xiaolei Liang
Violet Phoenix Limited
Equity Trust Chambers
P.O. Box 3269
Apia, Samoa
+86136-8883-3723
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 23, 2010
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box [  ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d -7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The Information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 7 Pages


CUSIP No. 16940J 107

1.

NAMES OF REPORTING PERSONS

VIOLET PHOENIX LIMITED

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) [    ]

(b) [    ]

3.

SEC USE ONLY


 

4.

SOURCE OF FUNDS

 

WC

5.

CHECK  BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
 

[   ]

6.

CITIZENSHIP OR PLACE OF ORGANIZATION
 

BRITISH VIRGIN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 


4,643,292

8.

SHARED VOTING POWER

0


9.

SOLE DISPOSITIVE POWER

4,643,292
 


10.

SHARED DISPOSITIVE POWER

0


11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 

4,643,292

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 

[   ] 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 

15.5%(1)

14.

TYPE OF REPORTING PERSON
 
CO

(1) A total of 30,000,000 shares of the Issuer’s common stock are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of November 15, 2010. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act.

Page 2 of 7 Pages


CUSIP No. 16940J 107

1.

NAMES OF REPORTING PERSONS

XIAOLEI LIANG

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) [    ]

(b) [    ]

3.

SEC USE ONLY


 

4.

SOURCE OF FUNDS

 

WC

5.

CHECK  BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
 

[   ]

6.

CITIZENSHIP OR PLACE OF ORGANIZATION
 

HONG KONG

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 


4,643,292 (1)

8.

SHARED VOTING POWER

0


9.

SOLE DISPOSITIVE POWER

4,643,292
(1)


10.

SHARED DISPOSITIVE POWER

0


11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 

4,643,292 (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 

[   ] 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 

15.5%(2)

14.

TYPE OF REPORTING PERSON
 
IN

(1) Represents 4,643,292 shares held by Violet Phoenix Limited, which is beneficially owned and controlled by Mr. Xiaolei Liang, its sole director and shareholder. Mr. Liang expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(2) A total of 30,000,000 shares of the Issuer’s common stock are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of November 15, 2010. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act.

Page 3 of 7 Pages


CUSIP No. 16940J 107

Item 1. Security and Issuer.

The class of equity securities to which this statement (the “Statement”) relates is the common stock, par value $0.001 per share (the “Common Stock”) of China Forestry Industry Group, Inc., a Nevada corporation (the “Issuer”). The Issuer’s principal executive offices are located at Jun Liange Hua Ting, Building A, 3rd Floor, Unit -1, #58 Xin Hua Road, Guiyang, Guizhou Province 550002, People’s Republic of China.

Item 2. Identity and Background.

(a)         The persons filing this Statement are Mr. Xiaolei Liang, a natural person, and Violet Phoenix Limited, a British Virgin Islands company (“Violet,” and together with Mr. Liang, the “Reporting Persons”).

(b)         The business address of Mr. Liang is Equity Trust Chambers, P.O. Box 3269, Apia, Samoa, which is also the location of Violet’s principal office.

(c)         Mr. Liang is the sole director of Violet. Violet is a holding company and its principal business is to hold, transact or otherwise deal in the securities of the Issuer. Violet is owned and controlled by Mr. Liang.

(d)-(e)   During the last five years, neither Reporting Person has been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)          Mr. Liang is a citizen of Hong Kong.

Item 3. Source and Amount of Funds or Other Consideration.

Violet received the securities covered by this Statement pursuant to the transactions described below.

On September 23, 2010, Violet entered into a Securities Purchase Agreement with the Issuer and Helvetic Capital Ventures AG, pursuant to which Violet acquired 1,333,336 shares of the Issuer’s Common Stock for a purchase price of $100,103.

November 1, 2010, the Issuer issued 3,309,956 shares of Common Stock to Violet as partial compensation for services provided by Asia Regal Finance Capital Group Co., Ltd. (the “Advisor”), an affiliate of Violet, to the Issuer’s operating subsidiary, Qianxinan Aosen Forestry Company, Ltd., pursuant to a Financial Advisory Agreement, dated February 2, 2010, between such subsidiary and the Advisor, as amended.

As a result of these transactions, Violet owns 4,643,292 shares of the Common Stock of the Issuer. Mr. Liang is the sole director and shareholder of Violet and may be deemed to be the beneficial owner of the shares held by it. Mr. Liang expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Page 4 of 7 Pages


CUSIP No. 16940J 107

Item 4. Purpose of Transaction.

The Reporting Persons acquired the shares of the Issuer’s Common Stock pursuant to the transactions described in Item 3 above. All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes.

Except as set forth in this Statement, the Reporting Persons have made no proposals, and entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a)       For purposes of Rule 13d-3 promulgated under the Exchange Act, Mr. Liang beneficially owns and controls 4,643,292 shares of the Issuer’s Common Stock held by Violet, representing 15.5% of the outstanding shares of the Issuer’s Common Stock (based on 30,000,000 shares of Common Stock outstanding as of November 15, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 17, 2010). Mr. Liang owns and controls the shares held by Violet because he is Violet’s only director and shareholder. Mr. Liang expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(b)       Mr. Liang has sole voting and dispositive power over the 4,643,292 shares of the Issuer’s Common Stock that are directly and beneficially owned by Violet. Mr. Liang does not own any other securities of the Issuer.

(c)       Other than the transactions described Item 3 above, the Reporting Persons have not been involved in any transactions involving the securities of the Issuer in the last 60 days.

(d)       No other persons are known that have the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, such securities.

(e)       Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Except as otherwise indicated above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or between any Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 1

Securities Purchase Agreement, dated September 23, 2010, by and among the Issuer, Helvetic Capital Ventures AG and Violet Phoenix Limited [incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on September 28, 2010].

Exhibit 2

English Translation of Financial Advisory Agreement, dated February 2, 2010, between Qianxinan Aosen Forestry Company, Ltd. and Asia Regal Finance Capital Group Co., Ltd.

Page 5 of 7 Pages


CUSIP No. 16940J 107

Exhibit 3

English Translation of Complementary Agreement, dated March 1, 2010, between Qianxinan Aosen Forestry Company, Ltd. and Asia Regal Finance Capital Group Co., Ltd., to Financial Advisory Agreement.

Exhibit 4

Joint Filing Agreement between Violet Phoenix Limited and Mr. Xiaolei Liang.

Page 6 of 7 Pages


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 31, 2011

Violet Phoenix Limited

By: /s/ Xiaolei Liang                                                           
Name: Xiaolei Liang
Title: Director

/s/ Xiaolei Liang                                                                  
Xiaolei Liang

Page 7 of 7 Pages


EX-2 2 exhibit2.htm EXHIBIT 2 China Forestry Industry Group, Inc.: Exhibit 2 - Filed by newsfilecorp.com

Exhibit 2

JW.君威集团

(English Translation)

Confidential

Financial Advisory Agreement

 

Contract No: 2010-005

 

 

February 2, 2010


Party A: Qianxinan Aosen Forestry Company, Ltd

Address: Hexing Villege, Dingxiao Economic Development Zone, Qianxinan State

Legal Representative: Yulu Bai

Phone: 0859-3528295

Fax: 0859-3528295

Zip Code: 562409

Party B: Asia Regal Finance Capital Group Co., Ltd and Shenzhen Junwei Investment and Development Co., Ltd

Address: Room 4002, Rongchao Landmark, 4028 Jintian Rd, Futian District, Shenzhen, P.R. China

Legal Representative: Wu Jian

Phone: 0755-8323-2722

Fax: 0755-8323-2733

Zip Code: 518000

2 / 10 confidential


In order to help Party A establish a complying legal person managerial structure, to improve operating mechanism, to enhance company quality by financial mechanisms such as mergers and acquisitions, so as to achieve restructuring, financing, and listing on the U.S. OTCBB market, and eventually list on the NASDAQ stock market or other senior international stock market, Party A and Party B hereby agree to have Party B provide coordination and advisory services during the stock listing and issuing process. Based on the consensus through mutual consultation, Party A and Party B hereby sign this agreement.

I. Goal of the Advisory Services

1.

Provided financial training to popularize the security and legal information to the company directors, supervisor and senior management staff, in particular to develop deep and complete understandings on business ethics, legal obligations of the securities market, and basic knowledge of company establishment and operations to these personnel; to train these personnel to properly learn about their responsibilities and rights, to lay a solid foundation for the company to comply with the international capital markets norms;

   
2.

To ensure the company strictly comply with policies and laws set by the U.S. SEC; standardize the company restructuring and operation; establish effective ownership regulatory systems; realize the property rights of the legal person and the investors rights and obligations; establish the standardized organizational and operative mechanism so as to promote the company to transfer its business mechanism and to assist the company to set up the standardized organizational structure and interior operating mechanism; At the same time to establish an information disclosure system in compliance with publicly listed company requirements.

   
3.

Party B shall be responsible of coordinating the entire project, and to assist Party A on selecting and organizing a professional team (”listing team”) that includes Chinese and foreign attorneys, accountants, auditors, appraiser and securities traders, etc, to ensure extensive and close cooperation between the company and the listing team to achieve company’s restructuring and reverse merger process according to plan.

II. Content of the Advisory Services

1.

To examine the legality and validity of the company’s establishment and previous evolution;

   
2.

To provide company director, supervisors, senior management staff and shareholders holding 5% or more of the company shares (including 5% shareholders) with trainings on related laws and regulations;

   
3.

Establish and complete basic mechanism including shareholder meetings, board of directors, board of supervisors, etc. in compliance with modern enterprise management requirement, and assist to formulate charters related to legal representative management mechanism.

   
4.

To establish a complete information disclosure system in compliance with requirements of a publicly listed company;

   
5.

To standardize the relationships between company and controlling shareholders or other related parties;

   
6.

To examine if Party A has properly disposed the ownership legality of trademarks, patents, land rights, building rights, etc. pursuant to regulations;

   
7.

To assist Party A to establish and complete explicit business development plans and objectives, to design practical use of raised capital and other project investment plans;

3 / 10 confidential



8.

Comprehensively assess if Party A satisfies requirements of reverse merger; assist Party A in organizing a listing team, engaging the restructuring, acquisition, declaration and approval work. To draft the project schedule that projects to complete the reverse merger within 6 months;

   
9.

If Party A arranges other tasks during the terms of advisory agreement, Party B shall assist Party A to the extent of its capabilities.

III. Obligation and commitment of Party A

1.

To entrust Party B to handle all related or necessary work on assets restructuring, financial coordination and capital operations, and to provide Party B with necessary convenient working conditions;

   
2.

Party A shall set up a project team, which members including the company principles, and appoint specific staff members in charge of specific tasks according to the project work plan and schedule requirements, and to arrange staff to be trained for these work;

   
3.

Party A shall provide Party B with the true, accurate and complete documents, from which Party B shall draft the above-mentioned capital operations related documents and materials, based on the requirements of working plans; and also for Party B to provide better focused advisory services accordingly. Party A shall be responsible of the truthfulness, accuracy, completeness and legality of the materials and information provided;

   
4.

Party A shall provide party B and its team the company’s basic profile and financial report of the previous two years within 10 days after the signing of this agreement;

   
5.

Party A shall accept and implement Party B’s suggestions based on SEC regulations;

   
6.

Party A shall inform Party B in advance of important events such as amendments of article of incorporation, information disclosure, preparation of annual financial reports or interim financial reports, allocation of profit, ownership changes, holding shareholder’s, board, and supervisors’ meeting and so on, in order to ensure good cooperation between both parties;

   
7.

Party B and its project team staff hold the rights to review the memos of shareholders, board, and supervisors’ meeting, as well as memos of general manager meetings; Party B and its project team staff hold the right to attend selected meetings mentioned above. Party A shall be responsible for the truthfulness, accuracy, completeness and legality of the materials and information provided;

   
8.

Party A shall provide Party B team members proper working conditions, and accept the reasonable suggestions regarding company restructuring and reverse merger from Party B and its listing team members;

IV. Obligation and commitment of Party B

1.

Party B shall provide Party A the financial advisory services on assets restructuring, financial coordinating, capital operation and so on;

   
2.

Party B shall provide the coordinating and advisory services on asset restructuring, finance coordinating and overseas listing during the entire process prior to Party A’s listing; Party B shall draft the related proposals and help the project team to issue all the Chinese or English documents needed on the listing process; Party B shall provide suggestions and proposals on the above mentioned documents if any issues occur;

4 / 10 confidential



3.

Party B shall coordinate the project team to provide the consultation and suggestions on the issues of the company’s financial auditing, asset valuation, land rights valuation and legacy financial issues; Party B shall provide consulting services on various reports and proposals from project teams and as well as from other involved parties;

   
4.

Party B shall establish or control an offshore (the “offshore company”) company, which shall not carry any debts and law suits related to debt and economic disputes; otherwise Party B shall be responsible for all expenses and losses on this offshore company ; The majority shareholder of the offshore company shall be an overseas citizen entrusted by Party A;

   
5.

Party B shall seek and determine a publicly listed company (the “shell company”), which shall not carry any debts and law suits related to debt and economic disputes, otherwise Party B shall be responsible for all expenses and losses on this shell company;

   
6.

Party B shall evaluate and initiate share exchange with the listed shell company, and the list shell company shall be a US company listed on the OTCBB;

   
7.

Party B shall assist Party A to raise capital in compliance with the law;

   
8.

Party B shall help Party A to draft a proper and efficient listing proposal to list overseas, and help Party A to prepare the reverse merger material;

   
9.

Party B shall conduct all round reviews and appraisals on Party A in order to meet all the requirements of the reverse merger, including Party A’s current incorporated form, organizational structure, and to understand Party A’s equity, assets, and finance situation.

   
10.

Party B shall provide Party A the restructuring proposal and procedures of putting it in to practice, based on the complete understanding of Party A’s current assets and finance situation, meanwhile guaranteeing Party A’s business nature; Party B shall design proper taxation coordinating proposal to realize the maximum interest of the shareholders;

   
11.

Party B shall coordinate and organize the project team to ensure that all personnel are competent in qualification and experience. If person employed by Party B causes any material mistake with Party A’s listing documents and leads to Party A’s loss, and Party A hold the right to not pay for the professional service fees, Party B shall be responsible for the entire loss. Party B shall be responsible to the loss which the project team may cause to Party Adue to operating mistakes;

   
12.

Party B shall collect and analyze the related documents and materials of company’s restructuring; Party B shall conduct the initial feasibility evaluation on Party A and its subsidiaries’ business restructuring, financial costs, capital raising amount and so on; Party B shall provide the detailed and practical plan of debt restructuring, shareholder restructuring, and listing, to specify all the particular work that Party A needs to consummate based on Party A’s status. All plans must be discussed and agreed by both Parties;

   
13. Party B shall provide suggestions on the related problems (including legal obstacles, policy obstacles and financial issues) in the process of Party A’s capital operations, to ensure Party A’s assets, finance, management, and organizational structure to become more reasonable, and to ensure a smooth operation; 
   
14.  Party B shall be fully responsible of selecting international investment banks and other financial institutions, and providing the service of sourcing for the shell company, trading, marketing campaign, stabilizing the share price, capital raising and so on; Party B shall act as a part of the project team along with the chosen investment bank to help Party A in the event of setting up a complete company structure, completing the shareholders restructuring, assets exchange, share issuance for capital raising and so on; The operating details will be stipulated on the agreement signed between Party A and other financial institutions as a indispensable supplement of this agreement;

5 / 10 confidential



15.

Party B shall unconditionally help Party A to complete the employee stock incentive plan;

   
16.

The investment bank chosen by Party B shall act as principle party with specific works during the Party A’s entire reverse merger and listing process, including and not limit to capital raising activities such as drafting the prospectus, designing the offering proposal, preparing the application material to the government agencies, coordinating the relationship with government agencies, obtaining the approval from the SEC, coordinating with the investor relations company, and underwriting Party A’s new issued stocks;

   
17.

Party B shall appoint certain staff and organize the team to conduct the above mentioned work; Party B shall first obtain Party A’s consent in a written form for plan changes;

V.  Related costs and investing/financing plan

Party B, as the advisor and coordinator of this listing project, shall receive fees totaling USD 800,000 from Party A and certain number of stocks of the OTCBB listed company. The agreed fees include but are not limited to: Party B’s advisory fees, the shell company’s share transfer fees, attorney fees, audit fees, appraisal fees, SEC filing fees and promotional fees (not including travel, lodging and other similar expenses occurred during Party A’s audit process and overseas road shows. Party A is responsible for such expenses). After Party A completes reverse merger on OTCBB listing, as defined as the filing time of the super 8K document to the SEC, all the fees are responsible by the public company with Party A acting as the controlling shareholder. Detailed arrangements are below:

1.

Based on Party A’s actual situation, both parties agree that the total number of shares of the OTCBB company that Party A achieved listing with shall be 20,000,000 shares;

   
2.

After Party B helps Party A to complete listing on U.S OTCBB, Party A agrees that Party B and other related parties to hold 18% stock of the listed company, or 3,600,000 shares. This portion of share accounts for the strategic advisory shares paid by Party A to Party B. These shares are to be owned by the Party B and former shareholders of the OTCBB shell company. Party B has the rights to determine the allocation of these shares, including the arrangements of public relations and advisors, with no restriction from Party A. Party A shall unconditionally assist the parties appointed by Party B to complete various legal proceedings;

   
3.

In view of Party B is committed to pay the USD 800,000 in advance for listing related expenses, Party A commits to providing 10% of the OTCBB listed company’s shares held by Party A’s future shareholders to the designated organizations or individuals appointed by Party B with a signed agreement as guarantee. By the time Party B raises an accumulated amount equal to or more than USD 5,000,000 for Party A, Party A shall pay Party B $800,000 based on the terms of the pre-paid expenses, and both sides are released of the responsibility of the guarantee.

   
4.

In view of the Party B bearing the full cost of $800,000 occurred during the listing process for Party A, the Party A could elect to pay back Party B the listing costs with shares of the OTCBB listed company owned by the major shareholders. The share price shall be the same as the issuance price of the first round of financing after Party A’s listing.

6 / 10 confidential



5.

If Party A requests a $5,000,000 private placement prior to listing, Party B agrees to assist Party A on this effort. Party A agrees that the share price of the private placement shall be determined on the basis of the audited net profit of 2009 or projected net profit of 2010.

   
6.

If the Party B assists Party A to complete the private placement prior to listing, or complete capital raise with additional share issuance after listing, Party A shall pay 3% of the total proceeds to Party B within 3 days of receiving the capital as a reward to the staff participating in the raise and the road shows.

   
7.

Within 5 years from Party A listing on OTCBB, Party B shall serve as the financial advisor to Party A and its related companies, with the same fees. Party A shall issue 100,000 shares at $0.10 per share to Party B prior to December 31 of every year as financial advisory fees in order to maintain Party B’s regular advisory services to Party A.

   
8.

After Party A’s listing, Party A shall authorize Party B to assist Party A on one merger or acquisition with a company outside of the current project scope. Party B shall receive a certain portion of the transaction total as advisory compensation (in stock and/or in cash). The specific portion and pricing is to be determined then. Party B could receive the advisory compensation directly from Party A, or with Party A’s consent, from the acquisition target or merger counterparty;

   
9.

The above-mentioned shares held by the company founding shareholders are required to a one year lock-up period after completion of OTCBB reverse merger according to SEC regulations.

VI. Reverse merger and financing plan

1.

Under the premise of full cooperation of Party A, Party B commits to completing Party A’s reverse merger on or before July 31, 2010 (subject to the date when super 8-K is filed with the SEC)

   
2.

As the same time the shell company controlled by Party A completes the US OTCBB listing, Party B shall plan Party A’s financing based on Party A’s actual requirements. Both Parties agree to complete Party A’s first round of financing (subject to the date of which investors sign the investment framework agreement) 6 months from Party A’s official listing on OTCBB (on or before December 31, 2010). Party B shall assist Party A to raise USD 20,000,000 to USD 50,000,000.

   
3.

Both parties agree that if Party A pays in RMB, the exchange rate shall be determined by the median exchange rate of the date of payment.

VII. Confidentiality

1.

Party A agrees that all information provided to Party B is only applicable to the listing project described in this agreement.

   
2.

Both Parties shall treat the material provided by the other party as confidential (“confidential information”) (except the disclosed material), the recipient shall not apply the provided information besides the use of this agreement, and shall not disclose or reveal to any third party. If this agreement terminates, both parties shall return the confidential material to the other party, and guaranty in written form that all the other unreturned confidential material has been destroyed;

7 / 10 confidential



3.

In case related authorities, governmental department or court required Party B to provide confidential material related to Party A, this clause becomes ineffective;

VIII. Guarantee

1.

Party A agrees Party B holds 5% of the shares of the new established Hong Kong holding company in order to reduce Party B’s risk in this project. Party B shall waive the right as the above mentioned company shareholder before Party A lists on the overseas markets, meanwhile reserve the right of signing all the documents as a shareholder, Party B shall unconditional waive the rights after Party A lists on OTCBB;

   
2.

Party A and Party B (Party B indicates Party B as self or a party entrusted by Party B) hereby agree, that Party A guaranties that Party B and its related companies (related companies indicates Party B’s subsidiaries, or companies of which Party B has equity, or the controlled company’s subsidiaries) and their directors or employees (“guarantied person”), if Party B, as one party or individually, directly or indirectly incurs any losses, claims, costs, deficits, litigations, trials, requirements, liabilities and expenses (“claims”) due to this agreement or the provided services, Party A unconditionally guaranties its compensation on this regard, and ensure the guarantied person free of loss in any jurisdiction. However, Party B shall be responsible for all the loss if Party B causes Party A any material damages due to serious mistakes or deliberately breaching of the agreement;

IX. Termination

The term of this agreement lasts 5 years. This agreement can be terminated in advance, under mutual consent in written form of both Parties, otherwise it is consider of breach of the agreement, unless it is prescribed in other items of this agreement;

X. Breach Responsibilities

1.

If Party A breaches relevant provisions of Article V of this Agreement, it shall be deemed that Party A takes the initiative to terminate this Agreement and Party B is entitled to terminate this Agreement, Party A shall be responsible for all the consequences, including the refund of Party B’s investment, and compensate all of Party B’s economic losses in this project;

   
2.

If Party A in material breach of the Articles of this agreement or not accept Party B’s reasonable suggestion of amendments, Party B has the rights, with no responsibilities or obligations, to terminate this agreement with a written notice at any time. If Party B breaches this agreement, Party A could terminate this agreement with a written notice at any time.

   
3.

Party B shall be the sole financial advisor for Party A and its related company within 2 years since the date of Party A listed on OTCBB; Party A authorizes Party B full rights to appoint other intermediary advisory institutions. Otherwise it is deemed that Party A breaches the agreement and needs to pay Party B USD 1,000,000 as compensation;

   
4.

Either party which intents to terminate the agreement shall advise the other party 15 days in advance to negotiate, and shall provide a proper explanation in written form;

8 / 10 confidential



5.

This agreement is signed under the premise that Party A does not have any cooperation or investment agreement with any other institutions; Party A shall be responsible for the third party’s compensation if any third party seems any compensation or interests from Party B after signing this agreement;

   
6.

Party A shall not unilateral terminate the agreement after signing, as Party B pays all the expenses in advance and takes all the risks before listing; If Party A insists in termination unilaterally, Party A shall pay Party B USD 1,000,000 as compensation of Party B’s economic loss, except for the losses incurred due to Party B violating the agreement;

XI. Laws and arbitration

1.

This agreement is governed by the laws of the PRC, and in accordance with PRC legal interpretation;

   
2.

Both Parties shall friendly negotiate on any disputes arising from or relates to this agreement. In the case of such negotiation fails, either party may sue to the court where accuser locates;

XII. Force Majeure

During the term of this agreement, if one party or parties can not implement certain or all articles of this agreement due to force majeure, the party or parties shall be free of responsibility; The party or parties shall inform the other party by written form or other forms prescribed by laws within 14 days after occurrence of force majeure, and provide supportive proof; In the dissipation of the effect of force majeure, the party or parties shall continue to perform this Agreement.

XIII. Supplementary Provisions

1.

This agreement signed by both parties and enters into effect since the signing date;

   
2.

The supplement agreement, annex, description and interpretation of this agreement have the same legal effect as this agreement;

   
3.

The amendment and supplement of this agreement also its annex shall reach the consensus under mutual negotiation between both parties and be signed in a written form;

   
4.

The agreement is in duplicates, each one holds by Party A and Party B, with the same effect;

9 / 10 confidential


Party A: Qianxinan Aosen Forestry Company, Ltd

Signed: Yulu Bai

Legal Representative (authorized representative)

Date: Feb 2nd, 2010

Shenzhen, China


 

Party B: Asia Regal Finance Capital Group Co., Ltd and Shenzhen Junwei Investment and Development Co., Ltd

Stamped:

Signed: Yu Liu

Legal Representative (authorized representative):

Date: Feb 2nd, 2010

Shenzhen, China

10 / 10 confidential


EX-3 3 exhibit3.htm EXHIBIT 3 China Forestry Industry Group, Inc.: Exhibit 3 - Filed by newsfilecorp.com

Exhibit 3

(English Translation)

Complementary Agreement

Party A: Qianxinan Aosen Forestry Company, Ltd
Address: Hexin Village, Dingxiao Economic Development Zone, Qianxinan State
Legal Representative: Yulu Bai

Party B: Asia Regal Financial Capital Group Company Ltd & Shenzhen Junwei Investment and Development Company Ltd
Address: Room 4002, Rongchao Landmark, 4028 Jintian Rd, Futian District, Shenzhen, P.R. China
Legal Representative: Jian Wu

Under friendly negotiation, Party A and Party B hereby signed the following Complementary Agreement as complement of the Financial Advisory Agreement No. 2010-005 that Party A and Party B have signed on February 2nd, 2010.

To change FAA No. 2010-005 clause 5 item 1 “Based on Party A’s actual situation, both parties agree that the total number of shares of the OTCBB company that Party A achieved listing with shall be 20,000,000 shares;” into “Based on Party A’s actual situation, both parties agree that the total number of shares of the OTCBB company that Party A achieved listing with shall be 30,000,000 shares;”.

In case of any article be in conflict with the Complementary Agreement, the Complementary Agreement should be taken as valid and binding.

The agreement shall immediately come into effect after both parties have signed it.

Party A: Yulu Bai Party B: Asia Junwei Financial Capital
Group Company Ltd  

March 1st, 2010


EX-4 4 exhibit4.htm EXHIBIT 4 China Forestry Industry Group, Inc.: Exhibit 4 - Filed by newsfilecorp.com

Exhibit 4

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of China Forestry Industry Group, Inc., and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him, her, or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he, she, or it knows or has reason to believe that such information is inaccurate.

Dated: January 31, 2011

Violet Phoenix Limited

By: /s/ Xiaolei Liang                                                
Name: Xiaolei Liang
Title: Director

/s/ Xiaolei Liang                                                       
Xiaolei Liang


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