CUSIP No. G5725L 109
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Page 2 of 8
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1
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WELL AFFLUENT LIMITED
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) £
(b) £
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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£
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
66,284,443 (1)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
66,284,443 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,284,443 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.0%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. G5725L 109
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Page 3 of 8
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1
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TIE WANG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
(b) £
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3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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£
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0 (1)
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8
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SHARED VOTING POWER
110,905,191 (1)
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9
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SOLE DISPOSITIVE POWER
0
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|||
10
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SHARED DISPOSITIVE POWER
110,905,191 (1)
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,905,191 (1)
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|||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.6%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. G5725L 109
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Page 4 of 8
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1
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JIAFU GUO
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) £
(b) £
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||
3
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SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
|||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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£
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
PEOPLE’S REPUBLIC OF CHINA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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||
8
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SHARED VOTING POWER
66,284,443 (1)
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|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
66,284,443 (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,284,443 (1)
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.0%(2)
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|||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. G5725L 109
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Page 5 of 8
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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CUSIP No. G5725L 109
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Page 6 of 8
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Item 5.
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Interest in Securities of the Issuer.
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a)
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Well Affluent is the record holder of 8,285,554 ordinary shares of the Issuer, which will be increased to 66,284,443 after giving effect to the issuance of 57,998,889 additional shares to be issued by the Issuer upon the Issuer’s increase in authorized ordinary shares, representing 41.0% beneficial ownership, subject to the terms and conditions set forth in the call option agreement between Tie Wang and Jiafu Guo.
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Tie Wang is the beneficial owner of an aggregate of 110,905,191 ordinary shares of the Issuer, representing 68.6% beneficial ownership, of which 66,284,443 shares are beneficially owned by Well Affluent. All of the 110,905,191 ordinary shares are subject to the terms and conditions of the several call option agreements described above.
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Jiafu Guo may be deemed to be the beneficial owner of 66,284,443 ordinary shares of the Issuer, after giving effect to the additional shares to be issued by the Issuer upon the Issuer’s increase in authorized ordinary shares, representing 41.0% beneficial ownership. All of the 66,284,443 ordinary shares are subject to the terms and conditions set forth in the call option agreement between Tie Wang and Jiafu Guo.
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b)
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Well Affluent, Tie Wang and Jiafu Guo may be deemed to have the shared power to vote and dispose of 66,284,443 shares of the Issuer. Separately, Tie Wang may be deemed to have (i) the shared power to vote and dispose of an additional 44,620,748 ordinary shares of the Issuer.
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c)
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The Reporting Persons have not effected any transactions in the ordinary shares of the Issuer in the past sixty days other than as reported herein.
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d)
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Not applicable.
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e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.
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CUSIP No. G5725L 109
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Page 7 of 8
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Item 7.
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Materials to be Filed as Exhibits.
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10.1
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Share Exchange Agreement, dated May 2, 2011, by and among Fortune Health, the Fortune Health Shareholders, and the Issuer.*
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10.2
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Call Option Agreement, dated April 26, 2011, between Jiafu Guo and Tie Wang.*
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10.3
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Call Option Agreement, dated April 26, 2011, between Feng Wu and Tie Wang.*
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10.4
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Call Option Agreement, dated April 26, 2011, between Mary Hu and Tie Wang.*
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10.5
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Call Option Agreement, dated April 26, 2011, between Kaifu Cai and Tie Wang.*
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10.6
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Joint Filing Agreement by and among Well Affluent Limited, Tie Wang and Feng Wu.
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CUSIP No. G5725L 109
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Page 8 of 8
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Date: May 11, 2011
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WELL AFFLUENT LIMITED
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/s/ Tie Wang
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Name: Tie Wang
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Title: Director
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Date: May 11, 2011
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Tie Wang
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/s/ Tie Wang
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Name: Tie Wang
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Date: May 11, 2011
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Jiafu Guo
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/s/ Jiafu Guo
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Name: Jiafu Guo
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WELL AFFLUENT LIMITED
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By:
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/s/ Tie Wang
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Name: Tie Wang, Director
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/s/ Tie Wang
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Name: Tie Wang
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/s/ Jiafu Guo
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Name: Jiafu Guo
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